-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dy+kbFMF0Z+TCEmOs6OPMlNOcLZL2TQ09SL6oqEI1rvTXdjVuS3ht6OoWGCHfe1j loFGRoOQEJiUY3Ek3UXANA== 0000893220-05-001571.txt : 20050701 0000893220-05-001571.hdr.sgml : 20050701 20050701164542 ACCESSION NUMBER: 0000893220-05-001571 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050701 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10587 FILM NUMBER: 05933842 BUSINESS ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7172912411 MAIL ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 8-K 1 w10544e8vk.htm FORM 8-K DATED JULY 1, 2005 e8vk
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

                    Date of Report: July 1, 2005

                    Date of earliest event reported: July 1, 2005

FULTON FINANCIAL CORPORATION

(Exact Name of Registrant as specified in its charter)
         
Pennsylvania   0-10587   23-2195389
         
(State or other jurisdiction of
incorporation)
  Commission File No.   (IRS Employer Identification
Number)
     
One Penn Square, P.O. Box 4887, Lancaster, PA   17604
     
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (717) 291-2411


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.01. Completion of Acquisition or Disposition of Assets

     On July 1, 2005, Fulton Financial Corporation (“Fulton”) acquired SVB Financial Services, Inc. (“Somerset”), a bank holding company headquartered in Somerset, New Jersey. The acquisition was accomplished by merging Somerset with and into Fulton (the “Merger”). By virtue of this acquisition, Fulton became the parent holding company of Somerset Valley Bank, which is a New Jersey state-chartered bank operating twelve community banking offices in Somerset, Hunterdon and Middlesex counties in New Jersey, with approximately $511 million in assets. Somerset Valley Bank is Fulton’s fourteenth subsidiary bank. The Merger increases Fulton’s assets to approximately $12 billion.

     The Merger was consummated pursuant to the previously-announced Agreement and Plan of Merger, dated as of January 11, 2005 (the “Merger Agreement”), between Fulton and Somerset. In accordance with the terms of the Merger Agreement, the holders of each outstanding share of the $2.09 par value common stock of Somerset were entitled to convert such Somerset shares into either: (a) shares of the $2.50 par value common stock of Fulton (“Fulton Common Stock”) at the rate of 1.1899 shares of Fulton Common Stock for each share of Somerset Common Stock (as adjusted for a five for four stock divided paid by Fulton on June 8, 2005); (b) cash as the rate of $21.00 per share; or (c) one of two combinations of cash and Fulton Common Stock (20% cash/80% stock or 40% cash/60% stock), subject to proration such that at least 20%, but not more than 40%, of the total number of outstanding Somerset Common Stock are converted into cash. The aggregate number of shares of Fulton common stock issued in the Merger is approximately 3,778,762 and the aggregate amount of cash to be paid in the Merger is approximately $20,109,196.22. Former shareholders of Somerset will receive cash in lieu of fractional shares of Fulton Common Stock at the rate of $21.00 per share. All holders of Somerset options to purchase Somerset common stock outstanding on the closing date were entitled to convert such options into either (a) the amount of cash equal to the number of such options multiplied by the excess, if any, of $21.00 over the exercise price per share of such option or (b) options to acquire Fulton’s Common Stock pursuant to the Merger Agreement, provided that at least 20% of all Somerset options are converted to cash. The aggregate number of options to acquire Fulton’s common stock issued in exchange for Somerset options in the Merger is approximately 167,624 and the aggregate amount of cash to be paid in exchange for Somerset options in the Merger is approximately $1,734,990.90.

     Pursuant to General Instruction F to Form 8-K, the Press Release, dated July 1, 2005, announcing the consummation of the Merger, attached to this Current Report as Exhibit 99.1, is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

          (a) Financial Statements of Business Acquired. Not applicable.

          (b) Pro Forma Financial Information. Not applicable.

          (c) Exhibits

               99.1 Press Release

 


 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  FULTON FINANCIAL CORPORATION
 
 
  By:   /s/ Charles J. Nugent    
    Charles J. Nugent   
    Senior Executive Vice President and Chief
Financial Officer 
 
 

Date: July 1, 2005

 

EX-99.1 2 w10544exv99w1.htm PRESS RELEASE exv99w1
 

EXHIBIT 99.1

     
FOR IMMEDIATE RELEASE
(Full text available on PR Newswire)
  Contact: Laura J. Wakeley
Phone: 717-291-2739

Fulton Financial Corporation completes acquisition
of SVB Financial Services, Inc.

     (July 1) — Lancaster, PA — Fulton Financial Corporation (Nasdaq: FULT) today completed its acquisition of SVB Financial Services, Inc. (Nasdaq: SVBF), based in Somerville, New Jersey. SVB’s sole banking subsidiary, Somerset Valley Bank, also based in Somerville, will now operate as a separate subsidiary of Fulton Financial Corporation.

     SVB shareholders approved the merger at a special meeting on June 9, and final regulatory approvals were received prior to the shareholder meeting. Under the terms of the definitive merger agreement, each share of SVB Financial Services, Inc.’s common stock outstanding at the time of the merger will be exchanged for Fulton Financial common stock, cash, or, a combination of Fulton Financial common stock and cash based on a “cash election merger” structure. As a result of the elections made by SVB shareholders, approximately 76% of SVB’s common stock will be exchanged for Fulton Financial common stock, and the remainder of SVB common stock will be exchanged for cash. Based on the $18.00 per share closing price of Fulton Financial stock on June 30, 2005, the transaction is valued at approximately $90.7 million.

     Somerset Valley Bank, with approximately $511 million in assets, operates twelve community banking offices in Somerset, Hunterdon and Middlesex Counties in New Jersey.

     Fulton Financial Corporation now has assets of nearly $12 billion and operates 236 banking offices in Pennsylvania, Maryland, Delaware, New Jersey and Virginia.

     In addition to Somerset Valley Bank, Fulton Financial operates thirteen other banking affiliates: Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank, N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware National Bank, Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of Elkton, Elkton, MD; Skylands Community Bank, Hackettstown, NJ, Premier Bank, Doylestown, PA; Resource Bank, Virginia Beach, VA and First Washington State Bank in Windsor, NJ.

 


 

     The Corporation’s financial services affiliates include Fulton Financial Advisors, N.A., Lancaster, PA; Dearden, Maguire, Weaver and Barrett, LLC, West Conshohocken, PA, and Fulton Insurance Services Group Inc., Lancaster, PA.

     Residential mortgage lending is offered through Fulton Mortgage Company and through Resource Mortgage.

     Additional information on Fulton Financial Corporation is available on the Internet at www.fult.com.

# # #

2005

 

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