SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended: June 30, 2002
Or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________ to _________
Commission File No: 0-18833
Chester Valley Bancorp Inc.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2598554
______________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 E. Lancaster Ave., Downingtown PA 19335
______________________________________________________________________________
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (610) 269-9700
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value 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 registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K. [X]
As of September 30, 2002, the aggregate value of the 3,848,215 shares
of Common Stock of the registrant which were issued and outstanding on
such date, excluding 687,311 shares held by all directors and officers
of the registrant as a group, was approximately $63.50 million. This
figure is based on the closing sales price of $16.50 per share of the
registrant's Common Stock on September 30, 2002.
Number of shares of Common Stock outstanding as of
September 30, 2002: 4,535,526
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the 2002 annual meeting
of shareholders are incorporated into Part III, Items 10-13 of this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required herein other than as set forth below is
incorporated by reference from pages 3 to 8 of the Company's Definitive Proxy
Statement.
In addition, the following table sets forth certain information for all
equity compensation plans and individual compensation arrangements (whether
with employees or non-employees, such as directors), in effect as of June 30,
2002.
Number of Shares Weighted- Number of Shares
to be issued upon Average Remaining
the Exercise of Exercise Available
Outstanding Price of for Future
Options, Outstanding Issuance
Warrants and Options (Excluding Shares
Plan Category Rights(1) Reflected in the
First Column)
- --------------- ----------------- ----------- ------------------
Equity Compensation
Plans Approved by
Security Holders 565,283 $15.04 146,447
Equity Compensation
Plans Not Approved
by Security Holders -- -- --
------- ----- -------
Total 565,283 $15.04 146,447
======= ===== =======
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) The following consolidated financial statements and report
of Independent Auditors of Chester Valley Bancorp Inc. and
Subsidiaries are included in Item 8 of this Annual Report on
Form 10-K:
(a) Consolidated Statements of Financial Condition at June 30,
2002 and 2001.
(b) Consolidated Statements of Operations for the Years Ended
June 30, 2002, 2001, and 2000.
(c) Consolidated Statements of Stockholders' Equity and
Comprehensive Income for the Years Ended June 30, 2002,
2001, and 2000.
(d) Consolidated Statements of Cash Flows for the Years Ended
June 30, 2002, 2001 and 2000.
(e) Notes to Consolidated Financial Statements.
(f) Report of Independent Auditors.
(2) Financial statement schedules for which provision is made in
the applicable accounting regulations of the SEC are omitted
because of the absence of the conditions under which they are
required or because the required information is set forth in
the Consolidated Financial Statements or Notes thereto.
(b) Reports on Form 8-K
None
(c) The following exhibits are filed as a part of this Form 10-K.
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Index to Exhibits
Number Description of Documents
- ------ ------------------------
3a Restated Articles of Incorporation**
3b Bylaws, as amended
4 Specimen Stock Certificate*
10a Key Employee Stock Compensation Program, as amended**
10b Employee Stock Ownership Plan**
10c Employment Agreement By and Between the Holding Company,
the Bank and Donna M. Coughey
10e Employment Agreement By and Between the Holding Company,
the Bank and Colin N. Maropis**
10h Employment Agreement By and Between the Holding Company,
the Bank and Albert S. Randa
10j Amendment No. 1 to the Employment Agreement By and
Between the Holding Company, the Bank and Colin N. Maropis ***
101 1997 Stock Option Plan as amended ****
10m 1993 Stock Option Plan as amended
11 Statement re: computation of per share earnings - reference is
made to Item 8 hereof
21 Subsidiaries of the Registrant - Reference is made to Item 1,
"Business - Subsidiaries," for the required information
23 Consent of Independent Auditors
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 dated October 25, 2002
______
(*) Incorporated herein by reference from the Company's
Registration Statement on Form S-4 (33-30433) dated
August 10, 1989
(**) Incorporated herein by reference from the Company's
Annual Report on Form 10-KSB for the year ended June 30,
1990
(***) Incorporated herein by reference from the Company's
Annual Report on Form 10-KSB for the year ended June 30,
1992
(****) Incorporated herein by reference from the Company's
Annual Report on Form 10-KSB for the year ended June 30,
1997
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CHESTER VALLEY BANCORP INC.
Dated: October 25, 2002 By: /s/ Donna M. Coughey
---------------------------
Donna M. Coughey
Director, President and Chief
Executive Officer
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CERTIFICATION PURSUANT TO RULE 13a-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Donna M Coughey, the President and Chief Executive Officer of
Chester Valley Bancorp Inc., certify that:
1. I have reviewed this annual report on Form 10-K, as amended,
of Chester Valley Bancorp Inc.;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report.
Date: October 25, 2002 /s/ Donna M. Coughey
----------------------------
Donna M. Coughey
President & Chief Executive Officer
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CERTIFICATION PURSUANT TO RULE 13a-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Albert S. Randa, the Chief Financial Officer and Treasurer of
Chester Valley Bancorp Inc., certify that:
1. I have reviewed this annual report on Form 10-K, as amended,
of Chester Valley Bancorp Inc.;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report.
Date: October 25, 2002 /s/ Albert S. Randa
-------------------
Albert S. Randa
Chief Financial Officer and Treasurer
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