As filed with the Securities and Exchange Commission on September 28, 2001
Registration No. 33-37835
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3/A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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Fulton Financial Corporation
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(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2195389
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Rufus A. Fulton, Jr.
Chairman and Chief Executive Officer
One Penn Square One Penn Square
Lancaster, Pennsylvania 17604 Lancaster, Pennsylvania 17604
(717) 291-2411 717-291-2411
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(Address, including zip code, and telephone (Name, address, including zip code, and telephone
number, including area code, of number, including area code, of agent for service)
Registrant's principal executive offices)
With Copies To:
Paul G. Mattaini
Barley, Snyder, Senft & Cohen, LLC
126 East King Street
Lancaster, PA 17602-2893
Approximate date of commencement of proposed sale to the public: as
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. X
---
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, check the following box and
list the Securities Act registration statement number of earlier effective
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 the prospectus is expected to be made pursuant to rule
434, please check the following box.
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
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Common Stock, $2.50 par value 1,000,000 shares $ 21.50 $21,500,000.00 $ 5,375.00
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(1) Estimated solely for the purpose of determining the registration
fee in accordance with Rule 457(c). Based upon the average of the high
and low price, as reported by NASDAQ, as of September 20, 2001.
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PROSPECTUS
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FULTON FINANCIAL CORPORATION
Dividend Reinvestment And Stock Purchase Plan
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1,000,000 Shares of Common Stock
$2.50 Par Value
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INFORMATION CONCERNING FULTON FINANCIAL CORPORATION
AND DESCRIPTION OF FULTON FINANCIAL COMMON STOCK
General
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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 eighteen directly-held bank and
nonbank subsidiaries. Fulton Financial's bank subsidiaries currently operate 196
banking offices in Pennsylvania, Maryland, Delaware, and New Jersey. As of June
30, 2001, Fulton Financial had consolidated total assets of approximately $7.7
billion when restated to reflect the pooling-of-interests business combination
with Drovers Bancshares Corporation which occurred on July 1, 2001.
The principal assets of Fulton Financial are its eleven wholly-owned
bank subsidiaries:
. Fulton Bank, a Pennsylvania bank and trust company which is not a
member of the Federal Reserve System;
. Lebanon Valley Farmers Bank, a Pennsylvania bank and trust company
which is a member of the Federal Reserve System;
. Swineford National Bank, a national banking association which is a
member of the Federal Reserve System;
. Lafayette Ambassador Bank, a Pennsylvania bank and trust company
which is a member of the Federal Reserve System;
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. FNB Bank, National Association, a national banking association
which is a member of the Federal Reserve System;
. Hagerstown Trust Company, a Maryland trust company which is not a
member of the Federal Reserve System;
. Delaware National Bank, a national banking association which is a
member of the Federal Reserve System;
. The Bank of Gloucester County, a New Jersey bank which is not a
member of the Federal Reserve System;
. Woodstown National Bank, a national banking association which is a
member of the Federal Reserve System;
. The Peoples Bank of Elkton, a Maryland bank which is not a member
of the Federal Reserve System; and
. Skylands Community Bank, a New Jersey bank which is not a member
of the Federal Reserve System.
In addition, Fulton Financial has eight wholly-owned nonbank direct
subsidiaries:
. Fulton Financial Realty Company, which holds title to or leases
certain properties on which Fulton Bank maintains branch offices
or other facilities;
. 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;
. 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;
. FFC Management, Inc., which owns certain securities and corporate
owned life insurance policies;
. Fulton Financial Advisors, National Association, a limited purpose
national banking association with trust powers;
. Dearden, Maguire, Weaver and Barrett, Inc., an investment
management and advisory firm;
. Fulton Insurance Services Group, Inc., an insurance agency; and
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. Drovers Capital Trust I, which owns junior subordinated deferrable
debentures due from Fulton Financial and has issued preferred
securities to investors secured by the debentures.
As a registered bank holding company, Fulton Financial is subject to
regulation under the federal Bank Holding Company Act of 1956, as amended, and
the rules adopted by the Board of Governors of the Federal Reserve System
("Federal Reserve Board") thereunder. Under applicable Federal Reserve Board
policies, a bank holding company such as Fulton Financial is expected to act as
a source of financial strength for each of its subsidiary banks and to commit
resources to support each subsidiary bank in circumstances when it might not do
so absent such a policy. Any capital loans made by a bank holding company to any
of its subsidiary banks would be subordinate in right of payment to the claims
of depositors and certain other creditors of such subsidiary banks.
The principal executive offices of Fulton Financial are located at One
Penn Square, P.0. Box 4887, Lancaster, Pennsylvania 17604, and its telephone
number is (717) 291-2411.
Description of Common Stock
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The description of Fulton Financial's Common Stock is incorporated
herein by reference to Fulton Financial's Form 8-A, as amended; see "Where To
Find More Information" and "Incorporation of Certain Documents by Reference."
FULTON FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a question and answer statement of the provisions of
the Fulton Financial Corporation Dividend Reinvestment and Stock Purchase Plan.
Purpose
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1. What is the purpose of the plan?
The purpose of the plan is to provide shareholders of the $2.50 par
value common stock of Fulton Financial Corporation with a convenient and
economical method of investing cash dividends and optional cash payments in
additional shares of Fulton Financial common stock. To the extent that the
shares are purchased directly from Fulton Financial under the plan, Fulton
Financial will receive additional funds for its general corporate purposes.
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Advantages
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2. What are the advantages of the plan?
Participation in the plan offers a number of advantages:
a. The plan provides shareholders of Fulton Financial with the
opportunity to reinvest their dividends automatically in additional shares of
common stock.
b. Participants' funds will be fully utilized through the crediting
of fractional shares to their accounts under the plan.
c. Participants may acquire additional shares of Fulton Financial
common stock by making optional cash payments.
d. Participants will receive periodic statements of all transactions
for their accounts under the plan.
Administration
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3. Who administers the plan for participants?
Fulton Financial Advisors, National Association, a wholly owned
subsidiary of Fulton Financial, will administer the plan as agent for the
participants, and in such capacity will send periodic statements of account to
participants and perform other administrative duties relating to the plan.
Shares purchased for a participant under the plan will be held by Fulton
Financial Advisors and registered in the name of Fulton Financial Advisors or
its nominee.
Any notices, questions or other communications relating to the plan
should include the participant's account number and should be addressed to:
Fulton Financial Advisors
Dividend Reinvestment Department
P.O. Box 3215
Lancaster, PA 17604-3215
Participants who have questions regarding the plan may also contact Fulton
Financial Advisors by telephoning 1-800-626-0255.
Participation
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4. Who is eligible to participate in the plan?
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All record holders of common stock of Fulton Financial are eligible to
participate in the plan; however, Fulton Financial reserves the right to deny
participation to a shareholder who resides in a state which requires
registration, qualification or exemption of the common stock to be issued under
the plan or registration or qualification of Fulton Financial or any of its
officers or employees as a broker, dealer, salesman or agent, if such
registration, qualification or exemption would be unduly burdensome or expensive
for Fulton Financial. Beneficial owners whose shares are registered in the name
of a nominee, such as a brokerage firm or securities depository, may not
participate in the plan, unless such shares are transferred into the name of the
beneficial owner.
5. How does an eligible shareholder become a participant in the plan?
Any eligible shareholder may join the plan at any time by completing
and signing the authorization form included with the prospectus and returning it
to Fulton Financial. Additional authorization forms may be obtained at any time
from Fulton Financial. An authorization form must be received at least two (2)
business days before a dividend record date for dividends to begin to be
reinvested upon payment of that dividend.
6. Must a shareholder authorize dividend reinvestment on a minimum number
of shares?
No, there is no minimum number of shares required for participation in
the plan.
7. May a shareholder participate in the plan with less than all of his or
her shares?
Yes, a shareholder may participate in the plan with respect to all or
any portion of his or her shares. A shareholder who wishes to participate with a
portion of his or her shares may elect to: (i) have the dividends reinvested on
a fixed percentage of shares, (ii) have the dividends reinvested on a fixed
number of shares, or (iii) have a fixed dollar amount of cash dividends
reinvested.
8. May a shareholder deposit shares registered in his or her name with the
plan?
There is no requirement that participants deposit the shares registered
in their names in the plan; however, participants may deposit currently held
certificates for shares of Fulton Financial common stock with Fulton Financial
Advisors for safekeeping. To do so, a participant should send the stock
certificates, properly endorsed on the reverse side, to Fulton Financial
Advisors with a letter of instructions requesting that the shares be added to
the participant's dividend reinvestment account and the dividends thereon be
reinvested in accordance with the plan.
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Optional Cash Payments
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9. Who is eligible to make optional cash payments?
Only participants who have elected to have dividends reinvested under
the plan may make optional cash payments, which will be used for the purchase of
additional shares of Fulton Financial common stock in accordance with the plan.
10. What are the limits on optional cash payments?
Participants may make optional cash payments as often as once a month.
The minimum optional cash payment is $25.00 per month, and the maximum optional
cash payment is $5,000.00 per month. The same amount of optional cash payments
need not be made each month, and there is no obligation to make optional cash
payments after a participant is enrolled in the plan.
11. How are optional cash payments made?
Participants who wish to make an optional cash payment should forward a
check or money order payable to Fulton Financial Advisors for the amount of the
optional cash payment, with an authorization form when enrolling, or thereafter,
with the payment form attached to each statement of account. Optional cash
payments must be received by Fulton Financial Advisors at least five (5)
business days before the applicable investment date to be invested for that
month. No interest will be paid on optional cash payments held by Fulton
Financial Advisors. Participants may request that optional cash payments be
returned to them prior to investment, provided that the request is received by
Fulton Financial Advisors at least five (5) business days before the next
applicable investment date.
Purchases
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12. How are shares of common stock acquired under the plan?
Fulton Financial Advisors, as the plan agent, will pool all of the
reinvested dividends and optional cash payments to purchase shares of Fulton
Financial common stock for the accounts of the plan's participants. Each
participant's account will be credited with a pro rata share (computed to four
decimal places) of such purchased shares. Fulton Financial Advisors will
purchase shares either directly from Fulton Financial or on the open market, or
by a combination of the foregoing, at the direction of Fulton Financial. Shares
purchased from Fulton Financial may be authorized but unissued shares or
treasury shares.
13. When will shares of common stock be purchased under the plan?
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Purchases of shares of common stock from Fulton Financial will be made
as of the investment date, which will be the dividend payment date during a
month in which a dividend is paid, and in any other month will be the fifteenth
day of such month. If, however, the investment date falls on a date that is not
a trading day, the next trading day will be the investment date. Purchases of
shares of common stock on the open market will be made as soon as reasonably
possible after the applicable investment date, but not more than thirty (30)
days after such date.
14. What will be the price of stock purchased under the plan?
For shares of common stock purchased directly from Fulton Financial by
Fulton Financial Advisors, the purchase price will be the fair market value of
the stock as of the applicable investment date. During the time that Fulton
Financial common stock is listed on the NASDAQ National Market System, the fair
market value will be the average of the highest and lowest trading price for the
stock on the applicable investment date. For purchases of shares of common stock
on the open market, the purchase price will be the average of the prices
actually paid for the shares (including brokerage commissions, if any) at the
time such purchases are made.
15. How many shares will be purchased for participants?
The number of shares that will be purchased for each participant will
depend on the amount of dividends to be reinvested for the participant and the
optional cash payments, if any, received from the participant.
16. Will dividends on shares in participants' accounts be used to purchase
shares?
Yes, dividends subsequently paid on shares that have been purchased
under the plan will also be used to purchase Fulton Financial common stock,
thereby compounding each participant's investment. Fractional shares held under
the plan for a participant's account will receive dividends in the same way as a
whole share, but in proportion to the size of the fractional share.
17. Are there any expenses to participants in connection with purchases
under the plan?
Fulton Financial will pay all costs of administration of the plan. No
brokerage fees will be charged to participants in connection with the purchase
of stock from Fulton Financial, but participants will be charged the actual cost
(including any brokerage commissions, if any) of all shares purchased on the
open market.
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Reports to Participants
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18. What reports will be sent to participants in the plan?
Each participant will receive periodic statements of account showing
the amount of dividends and optional cash payments, if any, invested; the taxes
withheld, if any; the net amount invested; the number of shares purchased; the
price per share; and the total number of shares accumulated under the plan.
These statements are records of the participant's transactions under the plan
and should be retained for income tax purposes. In addition, each participant
will continue to receive copies of the same communications sent to all other
holders of Fulton Financial common stock, including quarterly reports and annual
reports to shareholders, a notice of the annual meeting and proxy statement, and
Internal Revenue Service information for reporting dividend income received.
Voting Rights
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19. How will a participant's shares be voted at meetings of shareholders?
For each meeting of shareholders of Fulton Financial, each participant
in the plan will receive a proxy that will enable him or her to vote shares
registered in his or her name as well as whole shares credited to his or her
plan account. The shares held by the plan for the account of a participant who
does not return a proxy will not be voted.
Federal Income Tax Information
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20. What are the federal income tax consequences of participating in the
plan?
For federal income tax purposes, a participant in the plan will be
treated as having received, on the dividend payment date, in addition to any tax
withheld by Fulton Financial in connection with the dividend payment, a dividend
in an amount equal to the number of shares of common stock of Fulton Financial
acquired for the participant's account with reinvested dividends, multiplied by
the price per share at which such shares were acquired, as reported on the
periodic statement of account delivered to each participant. The per share tax
basis of shares acquired by a participant under the plan, whether pursuant to
reinvested dividends or optional cash payments, will be the price per share as
reported on the periodic statement of account delivered to each participant
after each applicable investment date.
The holding period for shares acquired pursuant to the plan will begin
on the day after the date the shares are acquired for a participant's account.
In the case of any participant as to whom federal income tax withholding on
dividends is required, and in the case of a foreign participant whose taxable
income under the plan is subject to federal income tax withholding, dividends
will be reinvested net of the amount of tax withheld under applicable law.
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A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, either upon
the participant's withdrawal of those shares from the plan or upon termination
of participation in the plan. A participant who sells or exchanges shares
previously received from the plan, or who directs Fulton Financial Advisors to
sell his or her plan shares, may, however, recognize gain or loss. A participant
will recognize gain or loss upon the receipt of a cash payment for a fractional
share credited to the participant's account upon termination of participation in
the plan. The amount of gain or loss in either case will be the difference
between the amount the participant receives for the shares or fractional share
and the participant's tax basis in such shares or fractional share.
The foregoing summary is based upon an interpretation of current
federal income tax law; however, participants should consult their own tax
advisors to determine particular tax consequences, including state tax
consequences, which may result from participation in the plan, and any
subsequent disposal of shares acquired pursuant to the plan.
Withdrawal of Shares from plan Accounts
---------------------------------------
21. How may a participant withdraw shares purchased under the plan?
A participant may withdraw all or a portion of the whole shares of
common stock credited to his or her account by notifying Fulton Financial
Advisors 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 registered in the name of the participant and issued to the
participant. Certificates for fractional shares will not be issued under any
circumstances. Any notice of withdrawal received less than five (5) business
days prior to a dividend record date will not be effective until dividends paid
for such record date have been reinvested and the shares credited to the
participant's account.
Dividends on shares withdrawn from a participant's account will
continue to be reinvested unless the participant otherwise notifies Fulton
Financial Advisors in writing. A participant who withdraws all of the whole and
fractional shares from his or her account will be deemed to have terminated
participation in the plan.
22. May a participant elect to have the withdrawn shares sold?
Yes, a participant may request Fulton Financial Advisors to sell the
shares being withdrawn from his or her account under the plan. Participants
should specify in their notice of withdrawal the number of shares to be sold.
Fulton Financial Advisors will execute a sale order for such shares within
fifteen (15) days of receipt of the notice, and will deliver to the participant
a check for the proceeds of the sale, less any brokerage commissions, applicable
withholding taxes and transfer taxes incurred in connection with the sale.
Fulton Financial Advisors has the right to charge a service fee, which is
currently set at $35.00, for selling shares on behalf of a participant. The
service fee will also be deducted from the sale proceeds payable to the
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participant. A request for shares to be sold must be signed by all persons in
whose name the account appears, with signatures guaranteed.
Termination of Participation
----------------------------
23. How does a participant terminate participation in the plan?
A participant may terminate his or her participation in the plan at any
time by sending written notice to Fulton Financial Advisors. When a participant
terminates his or her participation in the plan, Fulton Financial Advisors will
deliver to the participant certificates for whole shares credited to the
participant's account under the plan, a check representing any uninvested
dividends and optional cash payments, and a check in lieu of the issuance of a
fractional share, based on the then current market price for Fulton
Financial common stock.
24. May a participant request shares to be sold?
Yes, a participant who is terminating participation in the plan may
request in writing that all of the shares in his or her account, both whole and
fractional, be sold. Such a request must be signed by each person in whose name
the plan account appears, with signatures guaranteed. If such a sale is
requested, Fulton Financial Advisors will execute a sale order through a broker
within fifteen (15) days after receiving the request. Fulton Financial Advisors
will forward to the participant a check for the proceeds of the sale, less any
brokerage commissions, applicable withholding taxes and transfer taxes incurred.
Fulton Financial Advisors has the right to charge a service fee for selling
shares on behalf of a participant. The service fee currently charged by Fulton
Financial Advisors for selling shares on behalf of a participant is $35.00,
which will also be deducted from the sale proceeds payable to the participant.
Certificates for Shares
-----------------------
25. Will certificates automatically be issued for shares purchased under
the plan?
No, certificates for shares purchased for a participant's account under
the plan will not automatically be issued. However, a certificate will be issued
if a participant withdraws shares from his or her account under the plan or
terminates his or her participation in the plan, unless the participant requests
such shares to be sold on his or her behalf by Fulton Financial Advisors.
26. In whose name will shares be registered when certificates are issued to
participants?
Certificates will be issued in the name or names that appear on the
participant's account under the plan. If a participant requests a certificate to
be registered in a name other than that shown on the account, the request must
be signed by all persons in whose names the account appears.
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Other Information
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27. May a participant pledge shares held under the plan or transfer rights
under the plan?
No, shares credited to a participant's account under the plan may not
be pledged or assigned, nor may any rights under the plan be transferred,
pledged or assigned, and any such purported pledge, assignment or transfer shall
be void. A participant who wishes to pledge or assign his or her shares must
withdraw such shares from the plan.
28. What happens if a participant sells or transfers all of the shares of
common stock registered in his or her name?
A participant who no longer has shares of Fulton Financial common stock
registered in his or her name may continue to participate in the plan as long as
Fulton Financial Advisors holds shares for the participant's account under the
plan.
29. What happens if Fulton Financial declares a stock dividend or a stock
split?
If Fulton Financial declares a stock dividend or effects a stock split,
any shares resulting from such stock dividend or stock split with respect to
common stock in a participant's account will be credited to such account. In the
event of any change in the common stock of Fulton Financial subject to the plan
as a result of a stock split, reverse stock split, stock dividend or other
similar transaction, the number of shares subject to the plan shall be
appropriately adjusted.
30. May the plan be modified or terminated?
Fulton Financial reserves the right to suspend or terminate the plan at
any time, or to make modifications to the plan. Participants will receive prior
notice of any suspension, termination or material modification of the plan.
Fulton Financial also reserves the right to terminate any shareholder's
participation in the plan at any time. Fulton Financial may adopt rules and
regulations at any time to facilitate the administration of the plan.
31. What are the responsibilities of Fulton Financial and Fulton Financial
Advisors under the plan?
Fulton Financial and Fulton Financial Advisors, in administering the
plan, shall not be liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claims of liability (i)
arising out of failure to terminate a participant's account upon such
participant's death, and (ii) with respect to the prices at which shares are
purchased or sold, the times when purchases or sales are made, the manner in
which purchases or sales are made, the decision whether to purchase shares on
the open market or from Fulton Financial, and fluctuations in the fair market
value of the common stock.
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USE OF PROCEEDS
Fulton Financial is unable to predict the number of shares of common
stock that will be purchased from it under the plan or the prices at which such
shares will be purchased. The net proceeds to Fulton Financial from the sale of
stock offered hereby will provide additional equity capital to Fulton Financial
to support its growth and the growth of its subsidiaries.
EXPERTS
The consolidated financial statements in the Annual Report on Form 10-K
of Fulton Financial incorporated by reference in this prospectus 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 in giving said reports.
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LEGAL OPINIONS
Barley, Snyder, Senft & Cohen, LLC, 126 East King Street, Lancaster,
Pennsylvania 17602, general counsel to Fulton Financial, will pass upon the
validity of the common stock offered pursuant to the plan, certain tax matters
in connection with the plan, and certain other legal matters.
WHERE TO FIND MORE INFORMATION
Fulton Financial is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports and other information with the SEC. Reports, proxy and information
statements and other information filed by Fulton Financial can be inspected and
copied at the public reference facilities maintained by the SEC at 450 Fifth
Street NW, Washington, D.C. 20549 and the SEC'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 SEC 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 SEC at 450 Fifth Street NW, Washington, D.C. 20549, at prescribed rates.
Fulton Financial's common stock is listed for trading on the NASDAQ National
Market. Reports, proxy and information statements, and other information
concerning Fulton Financial may also be inspected at the offices of NASDAQ at
1735 K Street, N.W., Washington, D.C. 20006. The SEC maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants, like Fulton Financial, that file electronically with the
SEC. The address of the SEC Web site is http.//www.sec.gov.
Fulton Financial has filed with the SEC 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 SEC.
For further information with respect to Fulton Financial 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 SEC at the addresses set forth above or through the
SEC Web site. Statements made in this document concerning the contents of any
documents referred to herein are not necessarily complete, and in each instance
are qualified in all respects by reference to the copy of such document filed as
an exhibit to the Registration Statement.
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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 SEC. As permitted by the SEC, the following
documents are incorporated in this document by reference (SEC file #1-3375):
1. Fulton Financial's Annual Report on Form 10-K for the year ended
December 31, 2000, filed March 20, 2001;
2. Fulton Financial's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001, filed May 14, 2001, and for the quarter ended June 30,
2001, filed August 14, 2001;
3. Fulton Financial's Current Report on Form 8-K, filed January 4, 2001
and July 13, 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 Fulton Financial 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.
Fulton Financial 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 George R. Barr, Jr., Secretary, One Penn Square,
Lancaster, Pennsylvania 17602, telephone number (717) 291-2411.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
The following table sets forth the estimated expenses to be incurred by
Fulton Financial Corporation in connection with the issuance and distribution of
the shares being registered:
Registration Fee $ 5,375.00
Printing Expenses 1,800.00
-----------
Miscellaneous Expenses 1,500.00
-----------
TOTAL $ 8,675.00
----------
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.
16
Item 16. Exhibits.
--------
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description
------- -----------
4(i) Articles of Incorporation of Fulton Financial
Corporation*
4(ii) Bylaws of Fulton Financial Corporation*
4(iii) Amended and Restated Rights Agreement dated
April 27, 1999**
5 Opinion of Barley, Snyder, Senft & Cohen, LLC, re:
legality
8 Opinion re: tax matters (contained in Exhibit 5)
23(i) Consent of Arthur Andersen LLP
23(ii) Consent of Barley, Snyder, Senft & Cohen, LLC
(contained in Exhibit 5)
* Incorporated by reference to Exhibit 3 of the Fulton Financial
Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
** Incorporated by reference to Fulton Financial Corporation's Form
8-K, Exhibit 4, filed May 6, 1999, as amended.
Item 17. Undertakings.
------------
1. The undersigned registrant hereby undertakes as follows:
(A) 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 facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof)
17
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;
Provided, however, that paragraphs (1)(A)(i) and (1)(A)(ii)
above do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(B) 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.
(C) 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.
2. 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.
18
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 amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lancaster, Commonwealth of Pennsylvania on
September 18, 2001.
FULTON FINANCIAL CORPORATION
By: /s/ Rufus A. Fulton, Jr.
------------------------------------
Rufus A. Fulton, Jr., Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Jeffrey G. Albertson Director September 18, 2001
-------------------------------------------
(Jeffrey G. Albertson)
/s/ James P. Argires, M.D. Director September 18, 2001
-------------------------------------------
(James P. Argires, M.D.)
/s/ Donald W. Bowman, Jr. Director September 18, 2001
-------------------------------------------
(Donald W. Bowman, Jr.)
Senior Vice President
/s/ Beth Ann L. Chivinski and Controller September 18, 2001
------------------------------------------- (Principal Accounting
(Beth Ann L. Chivinski) Officer)
Director
-------------------------------------------
(Harold D. Chubb)
/s/ William H. Clark, Jr. Director September 18, 2001
-------------------------------------------
(William H. Clark, Jr.)
/s/ Craig A. Dally Director September 18, 2001
-------------------------------------------
(Craig A. Dally)
/s/ Frederick B. Fichthorn Director September 18, 2001
-------------------------------------------
(Frederick B. Fichthorn)
Signature Capacity Date
--------- -------- ----
/s/ Patrick J. Freer Director September 18, 2001
-------------------------------------------
(Patrick J. Freer)
Chairman, Chief
/s/ Rufus A. Fulton, Jr. Executive Officer and September 18, 2001
------------------------------------------- Director
(Rufus A. Fulton, Jr.) (Principal Executive
Officer)
/s/ Eugene H. Gardner Director September 18, 2001
-------------------------------------------
(Eugene H. Gardner)
/s/ Robert D. Garner Director September 18, 2001
-------------------------------------------
(Robert D. Garner)
/s/ Charles V. Henry, III Director September 18, 2001
-------------------------------------------
(Charles V. Henry, III)
/s/ J. Robert Hess Director September 18, 2001
-------------------------------------------
(J. Robert Hess)
/s/ George W. Hodges Director September 18, 2001
-------------------------------------------
(George W. Hodges)
Director
-------------------------------------------
(Carolyn R. Holleran)
/s/ Clyde W. Horst Director September 18, 2001
-------------------------------------------
(Clyde W. Horst)
/s/ Samuel H. Jones, Jr. Director September 18, 2001
-------------------------------------------
(Samuel H. Jones, Jr.)
/s/ Donald W. Lesher, Jr. Director September 18, 2001
-------------------------------------------
(Donald W. Lesher, Jr.)
Signature Capacity Date
--------- -------- ----
/s/ Joseph J. Mowad, M.D. Director September 18, 2001
-------------------------------------------
(Joseph J. Mowad, M.D.)
Senior Executive Vice
/s/ Charles J. Nugent President and Chief September 18, 2001
------------------------------------------- Financial Officer
(Charles J. Nugent) (Principal Financial
Officer)
/s/ Stuart H. Raub, Jr. Director September 18, 2001
-------------------------------------------
(Stuart H. Raub, Jr.)
/s/ Mary Ann Russell Director September 18, 2001
-------------------------------------------
(Mary Ann Russell)
Director
-------------------------------------------
(John O. Shirk)
/s/ R. Scott Smith, Jr. President, Chief Operating September 18, 2001
------------------------------------------- Officer and Director
(R. Scott Smith, Jr.)
/s/ James K. Sperry Director September 18, 2001
-------------------------------------------
(James K. Sperry)
/s/ Gary A. Stewart Director September 18, 2001
-------------------------------------------
(Gary A. Stewart)
/s/ Kenneth G. Stoudt Director September 18, 2001
-------------------------------------------
(Kenneth G. Stoudt)
EXHIBIT INDEX
Required Exhibits
-----------------
Number Title
------ -----
4(i) Articles of Incorporation of Fulton Financial Corporation*
4(ii) Bylaws of Fulton Financial Corporation*
4(iii) Amended and Restated Rights Agreement dated April 27, 1999**
5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality
8 Opinion re: tax matters (contained in Exhibit 5)
23(i) Consent of Arthur Andersen LLP
23(ii) Consent of Barley, Snyder, Senft & Cohen, LLC (contained in Exhibit 5)
* Incorporated by reference to Exhibit 3 of the Fulton Financial
Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
** Incorporated by reference to Fulton Financial Corporation's Form
8-K, Exhibit 4, filed May 6, 1999, as amended.