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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended December 31, 2000
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from _______________ to ________________
Commission file number 0-15536.
CODORUS VALLEY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2428543
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 LEADER HEIGHTS ROAD, P.O. BOX 2887, YORK, PENNSYLVANIA 17405
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 717-846-1970
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NOT APPLICABLE NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2.50 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes_X_ No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ___
The aggregate market value of Codorus Valley Bancorp, Inc.'s voting stock held
by non-affiliates was approximately, $34,648,000 as of March 15, 2001.
As of February 27, 2001, Codorus Valley Bancorp, Inc. had 2,440,423 shares of
common stock outstanding, par value $2.50 per share.
DOCUMENTS INCORPORATED BY REFERENCE
2000 Annual Report to Stockholders Parts I, II and IV
Proxy Statement for the Annual Meeting of
Stockholders to be held May 15, 2001 Parts III and IV
1
Codorus Valley Bancorp, Inc.
Form 10-K Index
Part I Page
Item 1 Business............................................ 3
Item 2 Properties.......................................... 7
Item 3 Legal Proceedings................................... 8
Item 4 Submission of Matters to a Vote of Security Holders. 8
Part II
Item 5 Market for Codorus Valley Bancorp, Inc.'s Common
Equity and Related Stockholder Matters.............. 8
Item 6 Selected Financial Data............................. 9
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 9
Item 7A Quantitative and Qualitative Disclosures About
Market Risk......................................... 9
Item 8 Financial Statements and Supplementary Data......... 10
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................. 11
Part III
Item 10 Directors and Executive Officers, Codorus Valley
Bancorp, Inc....................................... 11
Item 11 Executive Compensation............................. 11
Item 12 Security Ownership of Certain Beneficial Owners
and Management..................................... 11
Item 13 Certain Relationships and Related Transactions..... 12
Part IV
Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K........................................ 12
Signatures......................................... 14
Exhibit Index...................................... 15
2
PART I
The management of Codorus Valley Bancorp, Inc. has made forward-looking
statements in this Annual Report on Form 10-K. These forward-looking statements
may be subject to risks and uncertainties. Forward-looking statements include
the information concerning possible or assumed future results of operations of
Codorus Valley Bancorp, Inc. and its subsidiaries, PeoplesBank, A Codorus Valley
Company and SYC Realty Company, Inc. Management is making forward-looking
statements when words such as "believes," "expects," "anticipates" or similar
expressions are used in this Annual Report.
Shareholders should note that many factors, some of which are discussed
elsewhere in this report, could affect the future financial results of Codorus
Valley Bancorp, Inc., its subsidiaries, or the combined company, and could cause
those results to differ materially from those expressed in the forward-looking
statements contained in this Annual Report on Form 10-K. These factors include:
o operating, legal and regulatory risks;
o economic, political and competitive forces affecting banking,
securities, asset management and credit services businesses; and
o the risk that management's analysis of these risks and forces could
be incorrect and/or that the strategies developed to address them
could be unsuccessful.
Item 1: Business
Codorus Valley Bancorp, Inc. is a Pennsylvania business corporation,
incorporated on October 7, 1986. On March 2, 1987, Codorus Valley became a bank
holding company, under the Bank Holding Company Act of 1956. PeoplesBank, A
Codorus Valley Company is its wholly-owned banking subsidiary. SYC Realty Co.,
Inc. is its wholly-owned nonbank subsidiary. Codorus Valley's business consists
primarily of managing PeoplesBank, and its principal source of income is
dividends received from PeoplesBank. On December 31, 2000, Codorus Valley had
total consolidated assets of $295 million, total deposits and other liabilities
of $268 million, and total stockholders' equity of $27 million.
Bank Subsidiary
PeoplesBank, organized in 1934, is a Pennsylvania chartered bank. It is not a
member of the Federal Reserve System. PeoplesBank offers a full range of
commercial and consumer banking services through eight full service financial
centers located in York County, Pennsylvania. On February 1, 2001, PeoplesBank's
ninth branch opened in Penn Township, Pennsylvania. PeoplesBank also offers
trust and investment services at Codorus Valley Corporate Center located in
York, Pennsylvania, and mutual funds, via a third-party marketing arrangement,
throughout its financial center network. Mutual funds are not FDIC insured, not
obligations of nor guaranteed by PeoplesBank, and are subject to investment risk
including the possible loss of principal. The Federal Deposit Insurance
Corporation insures the deposits of PeoplesBank to the extent provided by law.
On December 31,2000, PeoplesBank had total loans of $218 million and total
deposits of $247 million.
3
PeoplesBank is not dependent on deposits or exposed to loan concentration to a
single customer, or to a small group of customers. Therefore, losses from a
single customer, or small customer group, would not have a material adverse
effect on the financial condition of PeoplesBank. At year-end 2000, the loan
portfolio included one industry concentration that exceeded 10% of total loans.
The commercial facility leasing industry accounted for 22.3% of total loans. In
comparison, at year-end 1999, there were three concentrations of loans by
industry that exceeded 10% of total loans, as follows: commercial facility
leasing, 16.1%; residential facility leasing, 10.9%; and real estate
development, 10.6%.
In 1999, PeoplesBank created SYC Insurance Services, Inc., as a wholly-owned
subsidiary, to facilitate the sale of investment products through a third-party
marketing arrangement. SYC Insurance, inactive in 1999, began operations in
January 2000. The initial product offering was fixed annuities. In the near
term, SYC Insurance will offer variable annuities and life insurance within
PeoplesBank's service area. Products sold by SYC Insurance are not FDIC insured,
not obligations of nor guaranteed by PeoplesBank and are subject to investment
risk including the possible loss of principal.
In 1998, PeoplesBank created SYC Settlement Services, Inc., as a wholly-owned
subsidiary, to provide real estate settlement services. SYC Settlement Services,
Inc. began operations in January 1999.
Nonbank Subsidiary
On June 20, 1991, SYC Realty Company, Inc. was incorporated as a wholly-owned
subsidiary of Codorus Valley Bancorp, Inc. Codorus Valley created this nonbank
subsidiary primarily for the purpose of disposing of selected properties
obtained from PeoplesBank in satisfaction of debts previously contracted. SYC
Realty commenced business operations in October 1995. To date, the financial
impact of this subsidiary's operations on Codorus Valley and PeoplesBank has
been immaterial.
Competition
The banking industry in PeoplesBank's service area, principally York County,
Pennsylvania, and northern Maryland is extremely competitive. PeoplesBank
competes with commercial banks and other financial service providers such as
thrifts, credit unions, consumer finance companies, investment firms, and
mortgage companies. Some financial service providers operating in PeoplesBank's
service area operate on a national and regional scale and possess resources
greater than those of PeoplesBank.
Supervision and Regulation
Codorus Valley Bancorp, Inc. is registered as a bank holding company and is
subject to the regulations of the Board of Governors of the Federal Reserve
System under the Bank Holding Company Act of 1956. The Bank Holding Company Act
requires bank holding companies to file periodic reports with and are subject to
examination by the Federal Reserve. The Federal Reserve issued regulations under
the Bank Holding Company Act that require a bank holding company to serve as a
source of financial and managerial strength
4
to its subsidiary banks. As a result, the Federal Reserve, pursuant to such
regulations, may require Codorus Valley to stand ready to use its resources to
provide adequate capital funds to PeoplesBank during periods of financial stress
or adversity.
The Bank Holding Company Act prohibits Codorus Valley from acquiring: direct or
indirect control of more than 5% of the outstanding voting stock of any bank, or
substantially all of the assets of any bank, or merging with another bank
holding company, without the prior approval of the Federal Reserve. The
Pennsylvania Department of Banking also must approve any similar consolidation.
Pennsylvania law permits Pennsylvania bank holding companies to control an
unlimited number of banks.
The Bank Holding Company Act restricts Codorus Valley to engaging in activities
that the Federal Reserve has found to be closely related to banking, and which
are expected to produce benefits for the public that will outweigh any
potentially adverse effects. To this end, the Bank Holding Company Act prohibits
Codorus Valley from: engaging in most nonbanking businesses, or acquiring
ownership or control of more than 5% of the outstanding voting stock of any
company engaged in a nonbanking business, unless the Federal Reserve has
determined that the nonbanking business is closely related to banking. Under the
Bank Holding Company Act, the Federal Reserve may require a bank holding company
to end a nonbanking business if it constitutes a serious risk to the financial
soundness and stability of any bank subsidiary of the bank holding company.
The operations of PeoplesBank are subject to federal and state statutes
applicable to banks chartered under the banking laws of the Commonwealth of
Pennsylvania and whose deposits are insured by the Federal Deposit Insurance
Corporation.
The FDIC is the primary regulator of PeoplesBank. It regularly examines banks in
such areas as loss reserves, loans, investments, management practices, and other
aspects of operations. These examinations are designed for the protection of
PeoplesBank's depositors rather than Codorus Valley's shareholders. PeoplesBank
must furnish annual and quarterly reports to the FDIC.
Federal and state banking laws and regulations govern, among other things, the
scope of a bank's business, the investments a bank may make, the reserves
against deposits a bank must maintain, the types and terms of loans a bank may
make and the collateral it may take, the activities of a bank with respect to
mergers and consolidations, and the establishment of branches.
The Federal Reserve Act imposes restrictions on a subsidiary bank of a bank
holding company, such as PeoplesBank. The restrictions affect extensions of
credit to the bank holding company and its subsidiaries, investments in the
stock or other securities of the bank holding company and its subsidiaries, and
taking such stock or securities as collateral for loans. The Federal Reserve Act
and Federal Reserve regulations also place limitations and reporting
requirements on extensions of credit by a bank to the principal shareholders of
its parent holding company, among others, and to related interests of such
principal shareholders. In addition, such
5
legislation and regulations may affect the terms upon which any person becoming
a principal shareholder of a holding company may obtain credit from banks with
which the subsidiary bank maintains a correspondent relationship. PeoplesBank
and the banking industry in general, are affected by the monetary and fiscal
policies of government agencies, including the Federal Reserve. Through open
market securities transactions and changes in its discount rate and reserve
requirements, the Board of Governors of the Federal Reserve exerts considerable
influence over the cost and availability of funds for lending and investment.
A brief discussion of recent federal agency pronouncements that affect Codorus
Valley and/or PeoplesBank follows.
The Gramm-Leach-Bliley Act, also known as the Financial Services Modernization
Act, was signed into law on November 12, 1999, and amends the Bank Holding
Company Act of 1956. The law repeals Depression-era banking laws and permits
banks, insurance companies and securities firms to engage in each others'
businesses after complying with certain conditions and regulations. The law
grants to community banks the power to enter new financial markets as a matter
of right that larger institutions have managed to do. At this time Codorus
Valley has no plans to pursue these additional possibilities. Management does
not believe that the Financial Services Modernization Act will have a material
effect on Codorus Valley's operations. However, the act may result in increased
competition from larger financial service companies, many of which have
substantially more financial resources than Codorus Valley, and now offer
banking services in addition to insurance and brokerage services.
The Financial Services Modernization Act also modifies current law related to
financial privacy and community reinvestment. The new privacy provisions will
generally prohibit financial institutions, including Codorus Valley and
PeoplesBank, from disclosing nonpublic personal financial information to
nonaffiliated third parties unless customers have the opportunity to opt out of
the disclosure.
Periodically, various types of federal and state legislation are proposed that
could result in additional regulation of, and restrictions on, the business of
Codorus Valley and PeoplesBank. It cannot be predicted whether such legislation
will be adopted or, if adopted, how such legislation would affect the business
of Codorus Valley and its subsidiaries. As a consequence of the extensive
regulation of commercial banking activities in the United States, Codorus
Valley's and PeoplesBank's business is particularly susceptible to being
affected by federal legislation and regulations that may increase the cost of
doing business. Except as specifically described above, management believes that
the effect of the provisions of the aforementioned legislation on the liquidity,
capital resources, and results of operations of the Codorus Valley will be
immaterial. Management is not aware of any other current specific
recommendations by regulatory authorities or proposed legislation which, if they
were implemented, would have a material adverse effect upon the liquidity,
capital resources, or results of operations. Although the general cost of
compliance with numerous and multiple federal and state laws and regulations
does have, and in the future may have, a negative impact on Codorus Valley's
results of operations.
6
Other information
On December 31, 2000, PeoplesBank had 127 full-time employees, 19 part-time
employees and 4 seasonal employees.
The required Statistical Information for Item 1 can be found in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations of this report.
Item 2: Properties
Codorus Valley Bancorp, Inc. owns the following property in fee, subject to two
liens. A local financial institution holds a first lien for approximately $2
million and Codorus Valley's wholly-owned subsidiary PeoplesBank holds a second
lien for approximately $2.2 million.
Codorus Valley Corporate Center
Located at 105 Leader Heights Road, York, in York Township, PA. This
facility of approximately 40,000 square feet serves as a corporate
headquarters. Approximately sixty-seven percent of the leasable space is
leased to PeoplesBank, the remaining thirty-three percent is available for
lease to nonaffiliated parties. This facility is adjacent to the Bank's
Data Operations Center and Leader Heights banking office.
PeoplesBank owns the following properties in fee and without liens.
Glen Rock Office: Located at 1 Manchester Street in the borough of Glen Rock,
PA. Two bank-owned parking lots are located nearby on Hanover Street and at
7 Manchester Street in the borough of Glen Rock, PA.
Jacobus Office: Located at 1 North Main Street in the borough of Jacobus,
PA.
Jefferson Office: Located at 6 Baltimore Street in the borough of
Jefferson, PA. A bank-owned parking lot is located nearby at 10
Baltimore Street.
York New Salem Office: Located at 320 North Main Street in the borough of
York New Salem, PA.
Leader Heights Office: Serves as both a banking office and data
operations center. It is located at 109 Leader Heights Road in York
Township, PA.
Cape Horn Office: Located at 2587 Cape Horn Road, Red Lion in the
Township of Windsor, PA.
East York Office: Located at 2701 Eastern Boulevard, York in the township
of Springettsbury, PA.
7
PeoplesBank leases the following property.
Stewartstown Office: Located at 2 Ballast Lane in the borough of
Stewartstown, PA. This office is a 1,278 square foot unit of a business
complex known as Village Square at Stewartstown. The lease, signed on
November 29, 1993, is for a twenty year term, with four five year term
options. From inception of the lease through 1997, the minimum annual rent
was approximately $15,700. For the four year period 1998 through 2001, the
minimum annual rent will be approximately $17,300. Thereafter, the minimum
annual rent will increase at three-year intervals.
Effective February 1, 2001, PeoplesBank leases the following property.
South Hanover Office: Located at 1400 Baltimore Street, Hanover in Penn
Township, PA. This office is a 1,850 square foot unit adjacent to a
Rutter's Farm Store. The lease is for a fifteen year term, with three
five-year term options. Minimum annual rent is as follows: years 1-5
$88,000, years 6-10 $95,000, and years 11-15 $102,000. Thereafter, the
minimum annual rent will be increased at five-year intervals.
All of the above properties are located in York County, Pennsylvania and are, in
the opinion of management, adequate for the business purposes of Codorus Valley
and its subsidiaries.
Item 3: Legal Proceedings
In the opinion of the management of Codorus Valley Bancorp, Inc., there are no
proceedings pending to which Codorus Valley and PeoplesBank are a party or to
which its property is subject, which, if determined adversely to Codorus Valley
and PeoplesBank, would be material in relation to Codorus Valley's and
PeoplesBank's financial condition. There are no proceedings pending other than
ordinary routine litigation incident to the business of Codorus Valley and
PeoplesBank. In addition, no material proceedings are pending, threatened or
contemplated against Codorus Valley and PeoplesBank by government authorities.
Item 4: Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5: Market for Codorus Valley Bancorp, Inc.'s Common Equity and
Related Stockholder Matters
Market and dividend information appearing in the 2000 Annual Report to
Stockholders, under the caption Stock, Dividend and Broker Information, is
incorporated by reference in response to this item and is included on page 45 of
Exhibit 13.
As of March 15, 2001, the Codorus Valley had approximately 988 stockholders of
record.
8
Related stockholder information appearing in the 2000 Annual Report to
Stockholders, under the caption Stockholders' Equity, included in Management's
Discussion and Analysis of Consolidated Financial Condition and Results of
Operations, is incorporated by reference in response to this item and is
included on pages 32 and 33 of Exhibit 13.
Item 6: Selected Financial Data
Information appearing in the 2000 Annual Report to Stockholders, under the
caption Selected Financial Data, is incorporated by reference in response to
this item and is included on page 3 of Exhibit 13.
Item 7: Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Management Discussion and Analysis of Consolidated Financial Condition and
Results of Operations in the 2000 Annual Report to Stockholders is incorporated
by reference in response to this item and is included on pages 23 through 40 of
Exhibit 13.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Information appearing in the 2000 Annual Report to Stockholders, under the
caption Market Risk Management included in Management's Discussion and Analysis
of Consolidated Financial Condition and Results of Operations, is incorporated
by reference in response to this item and is included on pages 38 and 39 of
Exhibit 13.
Codorus Valley manages interest rate risk primarily through sensitivity
analysis, included on pages 38 and 39 of Exhibit 13. It also uses a gap analysis
as a secondary means for managing interest rate risk. The gap analysis begins by
assigning interest rate sensitive assets and interest rate sensitive liabilities
into future time periods, typically one year, based on a scheduled maturity or
repricing date. Repriceable liabilities are then subtracted from repriceable
assets to determine a difference, or gap. The measurement process relies on many
assumptions such as the amount and timing of repriceable cash flows from
interest rate sensitive assets and liabilities. The following assumptions are
made about repriceable cash flows from interest rate sensitive assets:
o variable rate instruments could reprice daily,
o adjustable rate instruments reprice at the interest maturity date,
o fixed rate loans reprice at their scheduled maturity date and
include estimated prepayments
o fixed rate investment securities, except for mortgage-backed
instruments, reprice at their scheduled maturity date, or call date
if more appropriate, and
o fixed rate mortgage-backed instruments reprice based on
principal paydown estimates.
Generally, the cash flow assumptions for interest sensitive assets apply to
interest sensitive liabilities with the exception of NOW and savings deposits
which do not have scheduled maturities. Technically, NOW
9
and savings balances can be repriced at any time. Historically, NOW and savings
balances and rates have been relatively stable despite changes in market
interest rates. This stability assumption was made in the current measurement
process.
A schedule depicting balance sheet repricing characteristics and an estimate of
gap at December 31, 2000, is provided below. The cumulative gap measure is one
way to measure how a change in market interest rates will impact net interest
income for specific time frames. For example, the cumulative gap in the
"181-365" repricing category represents a one year net liability position of $45
million or 17 percent of interest earning assets on December 31, 2000. The
liability sensitive gap position implies that over the next year net income will
increase if market interest rates fall and decrease if rates rise. The theory is
that more liabilities will reprice, at lower market interest rates, than the
assets that they fund.
A gap analysis is limited in its usefulness since it represents a one-day
position, which is continually changing and not necessarily indicative of
Codorus Valley's position at any other time. Gap analysis does not consider the
complexity of interest rate relationships and spreads depending on the
direction, magnitude and timing of changes in market interest rates.
Additionally, it does not consider the impact of financial strategies that
management could employ.
After
at December 31, 2000 0-30 31-90 91-180 181-365 1-2 2-5 5
dollars in thousands) Days Days Days Days Years Years Years Total
------- ------ ------ ------ ------ ------ ------ --------
Interest earning assets:
Interest earning deposits $ 0 $ 0 $ 0 $ 283 $ 0 $ 0 $ 0 $ 283
Federal funds sold 1,969 0 0 0 0 0 0 1,969
Securities available-for-sale 3,601 701 2,507 5,238 7,939 10,598 9,798 40,382
Securities held-to-maturity 0 0 0 0 0 0 9,360 9,360
Loans 38,744 9,939 13,382 29,294 31,813 64,619 28,129 215,920
------- ------ ------ ------ ------ ------ ------ --------
Total $44,314 $10,640 $15,889 $34,815 $39,752 $75,217 $47,287 $267,914
Interest bearing liabilities:
NOW deposits $ 26,313 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 26,313
Money market deposits 51,434 0 0 0 0 0 0 51,434
Savings deposits 15,169 0 0 0 0 0 0 15,169
Time CDs less than $100,000 21,659 7,638 8,850 9,603 31,817 29,259 0 108,826
Time CDs $100,000 and above 4,480 1,762 1,104 2,264 6,376 3,016 0 19,002
Long-term borrowings 26 52 79 162 3,342 8,204 7,169 19,034
------- ------ ------ ------ ------ ------ ------ --------
Total $119,081 $ 9,452 $10,033 $12,029 $41,535 $40,479 $ 7,169 $239,778
Period gap (74,767) 1,188 5,856 22,786 (1,783) 34,738 40,118 28,136
Cumulative gap (74,767) (73,579) (67,723) (44,937) (46,720) (11,982) 28,136
Cumulative gap as a % of
interest earning assets
at December 31, 2000 -27.9% -27.5% -25.3% -16.8% -17.4% -4.5% 10.5%
Item 8: Financial Statements and Supplementary Data
Codorus Valley's Consolidated Financial Statements and the Notes thereto, in the
2000 Annual Report to Stockholders, are incorporated by reference in response to
this item and are included on pages 4 through 21 of Exhibit 13. Table 11-Summary
of Quarterly Financial Data included in Management's Discussion and Analysis of
Consolidated Financial Condition of Results of
10
Operations, in the 2000 Annual Report to Stockholders, is incorporated by
reference in response to supplementary financial data and is included on page 39
of Exhibit 13.
Item 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10: Directors and Executive Officers, Codorus Valley Bancorp, Inc.
Information appearing in the Proxy Statement relating to the 2001 Annual Meeting
of Stockholders to be held May 15, 2001 (Proxy Statement), under the captions
"Information as to Nominees and Directors" and "Board of Directors and Executive
Officers" is incorporated by reference in response to this item. Information
regarding Section 16(a)Beneficial Ownership Reporting Compliance follows.
Section 16(a) of the Securities Exchange Act of 1934, requires that the
corporation's officers and directors, and persons who own more than 10% of the
registered class of the corporation's equity securities, file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% shareholders are required by SEC
regulation to furnish the corporation with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of Forms 3, 4 and 5 and amendments
thereto received by it, or written representations from certain reporting
persons that no Form 5 was required for that reporting person, the corporation
believes that during the period from January 1, 2000 through December 31, 2000,
its officers and directors were in compliance with all filing requirements
applicable to them, with the exception of D. Reed Anderson, Esquire, M. Carol
Druck, MacGregor S. Jones, Barry A. Keller, Rodney L. Krebs, Dallas L. Smith,
George A. Trout, D.D.S. and Donald H. Warner. Each named Director inadvertantly
filed one late Form 4 to report one transaction during 2000 concerning the
issuance of stock options under the 1998 Independent Director's Stock Option
Plan.
Item 11: Executive Compensation
Information appearing in the Proxy Statement, under the captions "Executive
Officers Compensation," "Board of Directors Report on Executive Compensation"
and "Performance Graph" is incorporated by reference in response to this item.
Item 12: Security Ownership of Certain Beneficial Owners and Management
Information appearing in the Proxy Statement, under the caption "Beneficial
Ownership of Codorus Valley Bancorp, Inc.'s Stock Owned by Principal Owners and
Management" is incorporated by reference in response to this item.
11
Item 13: Certain Relationships and Related Transactions
Information appearing in the Proxy Statement, under the caption "Certain
Relationships and Related Transactions," is incorporated by reference in
response to this item.
PART IV
Item 14: Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of this Form 10-K report.
1. Financial Statements
The following consolidated statements of Codorus Valley Bancorp,
Inc. are included by reference in Part II, Item 8 hereof:
Report of Independent Auditors
Consolidated Statements of Financial Condition
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders' Equity
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Required financial statement schedules are omitted. This information is
either not applicable, not required or is shown in the respective
financial statements or in the notes thereto.
3. Exhibits filed as part of 10-K pursuant to Item 601 of Regulation
S-K.
Exhibit
Number Description of Exhibit
3(i) Articles of Incorporation (Incorporated by reference to
Exhibit 3(i) to Current Report on Form 8-K, filed with the
Commission on March 29, 2001.)
3(ii) By-laws (Incorporated by reference to Exhibit 3(ii) to
Current Report on Form 8-K, filed with the Commission on
March 29, 2001.)
4 Rights Agreement Dated as of November 4, 1995 (Incorporated
by reference to Current Report on Form 8-K, filed with the
Commission on March 29, 2001.)
10.1 1996 Stock Incentive Plan (Incorporated by reference to
Exhibit 99 of Registration Statement No. 333-9277 on
Form S-8, filed with the Commission on July 31, 1996.)
10.2 Amendment to the Employment Agreement by and among
PeoplesBank, A Codorus Valley Company, Codorus Valley
Bancorp, Inc. and Larry J. Miller dated October 1,
1997,including Executive Employment Agreement dated
January 1,1993 between Codorus Valley Bancorp, Inc.,
Peoples Bank of Glen Rock and Larry J. Miller.
12
(Incorporated by reference to Exhibit 10.1 to Registrant's
Current Report on Form 8-K, dated and filed with the
Commission on March 13, 1998.)
10.3 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc. and Jann A.
Weaver, dated October 1, 1997. (Incorporated by reference to
Exhibit 10.2 to the Registrant's Current Report on Form 8-K,
dated and filed with the Commission March 13, 1998.)
10.4 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc. and Harry R.
Swift, dated October 1, 1997. (Incorporated by reference to
Exhibit 10.4 to the Registrant's Current Report on Form 8-K,
dated and filed with the Commission March 13, 1998.)
10.5 1998 Independent Directors Stock Option Plan
(Incorporated by reference to Exhibit 4.3 of
Registration Statement No. 333-61851 on Form S-8,
filed with the Commission on August 19,1998.)
10.6 2000 Stock Incentive Plan (Incorporated by reference to
Exhibit 4.3 of Registration Statement No. 333-40532 on
Form S-8, filed with the Commission on June 30, 2000.)
11 Statement re: Computation of Earnings Per Share
(Incorporated by reference to Exhibit 13 hereof, 2000
Annual Report to Stockholders at Note 1 to the
Consolidated Financial Statements.)
13 Excerpts from the Annual Report to Stockholders
for fiscal year ended December 31, 2000.
21 List of subsidiaries of Codorus Valley Bancorp, Inc.
23 Consent of Independent Auditors
24 Power of Attorney
(B) Reports on Form 8-K.
Codorus Valley Bancorp, Inc. filed no Current Reports on Form 8-K for
the quarter ended December 31, 2000.
13
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Codorus Valley Bancorp, Inc. (Registrant)
By /s/ Larry J. Miller Date: March 27, 2001
-----------------------------
Larry J. Miller, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature and Capacity
- ----------------------------- Chairman of the Board of 3/27/01
George A. Trout, DDS Directors and Director
/s/ Larry J. Miller President, Chief Executive 3/27/01
- ----------------------------- Officer and Director
Larry J. Miller, President
(Principal Executive Officer)
/s/ Rodney L. Krebs Vice Chairman of the Board 3/27/01
- ----------------------------- of Directors and Director
Rodney L. Krebs
/s/ D. Reed Anderson Director 3/27/01
- -----------------------------
D. Reed Anderson, Esq.
/s/ M. Carol Druck Director 3/27/01
- -----------------------------
M. Carol Druck
/s/ MacGregor S. Jones Director 3/27/01
- -----------------------------
MacGregor S. Jones
/s/ Dallas L. Smith Director 3/27/01
- -----------------------------
Dallas L. Smith
/s/ Donald H. Warner Vice President and Director 3/27/01
- -----------------------------
Donald H. Warner
/s/ Jann A. Weaver Treasurer and 3/27/01
- ----------------------------- Assistant Secretary
Jann A. Weaver
(Principal Financial Officer)
- ----------------------------- Vice President and Secretary 3/27/01
Harry R. Swift, Esq.
14
EXHIBIT INDEX
Page # in
manually signed
Exhibit original
Number Description of Exhibit Form 10-K
3(i) Articles of Incorporation (Incorporated by reference to Exhibit 3(i) to
Current Report on Form 8-K, filed with the Commission on March 29,
2001.)
3(ii) By-laws (Incorporated by reference to Exhibit 3(ii) to Current Report
on Form 8-K, filed with the Commission on March 29, 2001.)
4 Rights Agreement Dated as of November 4, 1995 (Incorporated by
reference to Current Report on Form 8-K, filed with the Commission on
March 29, 2001.)
10.1 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 99 of
Registration Statement No. 333-9277 on Form S-8, filed with the
Commission on July 31, 1996.)
10.2 Amendment to the Employment Agreement by and among PeoplesBank, A
Codorus Valley Company, Codorus Valley Bancorp, Inc. and Larry J.
Miller dated October 1, 1997, including Executive Employment Agreement
dated January 1, 1993 between Codorus Valley Bancorp, Inc., Peoples
Bank of Glen Rock and Larry J. Miller. (Incorporated by reference to
Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated and
filed with the Commission on March 13, 1998.)
10.3 Change of Control Agreement between PeoplesBank, A Codorus Valley
Company, Codorus Valley Bancorp, Inc. and Jann A. Weaver, dated October
1, 1997. (Incorporated by reference to Exhibit 10.2 to the Registrant's
Current Report on Form 8-K, dated and filed with the Commission March
13, 1998.)
10.4 Change of Control Agreement between PeoplesBank, A Codorus Valley
Company, Codorus Valley Bancorp, Inc. and Harry R. Swift, dated October
1, 1997. (Incorporated by reference to Exhibit 10.4 to the Registrant's
Current Report on Form 8-K, dated and filed with the Commission March
13, 1998.)
10.5 1998 Independent Directors Stock Option Plan(Incorporated by reference
to Exhibit 4.3 of Registration Statement No. 333-61851 on Form
S-8,filed with the Commission on August 19,1998.)
10.6 2000 Stock Incentive Plan (Incorporated by reference to Exhibit 4.3 of
Registration Statement No. 333-40532 on Form S-8, filed with the
Commission on June 30, 2000.)
15
11 Statement re: Computation of Earnings Per Share (Incorporated by 24
reference to Exhibit 13 - 2000 Annual Report to Stockholders at Note 1
to the Consolidated Financial Statements.)
13 Excerpts from the Annual Report to Stockholders for fiscal year ended
December 31, 2000. 17-56
21 List of subsidiaries of the Registrant. 57
23 Consent of Independent Auditors 58
24 Power of Attorney 59
15