-----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, IUgTevyYorc3NrvKDEFPTOdtLHaOTnTakIzSIlQx4ZbKYE8qDrCvwyrgbCDvavGm yTiqGKH+GuhH2rrFQsjzug== 0000950109-96-001509.txt : 19960314 0000950109-96-001509.hdr.sgml : 19960314 ACCESSION NUMBER: 0000950109-96-001509 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960229 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960312 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] 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: 96533813 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 FORM 8-K Total number of pages: RLG/258345/031196 Exhibit Index located on page 5 -- 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 - February 29, 1996 (Date of earliest event reported) - (February 29, 1996) FULTON FINANCIAL CORPORATION ------------------------------------------------------ (Exact Name of Registrant as specified in its charter) Pennsylvania 0-10587 23-2195389 - ------------------------------ ----------- -------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 -------------- 1 ITEM 2. ACQUISITION OF ASSETS. On February 29, 1996, Fulton Financial Corporation ("FFC") acquired Gloucester County Bankshares, Inc. ("GCB"), a bank holding company headquartered in Woodbury, NJ. The acquisition was accomplished by merging GCB with and into FFC (the "Merger"). By virtue of this acquisition, FFC became the parent holding company of The Bank of Gloucester County ("TBGC") which is an FDIC- insured New Jersey bank with six offices and total assets of about $202 million. TBGC is FFC's ninth subsidiary bank and the third subsidiary bank located outside of Pennsylvania. The Merger increases FFC's assets to approximately $3.5 billion and also increases to 111 the number of banking offices operated by FFC's subsidiary banks. The Merger was consummated pursuant to the previously-announced Merger Agreement dated as of October 25, 1995 (the "Merger Agreement"), between FFC and GCB. In accordance with the terms of the Merger Agreement, each of the 1,032,901 issued and outstanding shares of the $5.00 par value common stock of GCB has been converted into 1.58 shares of the $2.50 par value common stock of FFC ("FFC Common Stock"). Former stockholders of GCB will receive cash in lieu of fractional shares of FFC Common Stock at the rate of $21.50 per share. GCB has certain options to purchase its common stock outstanding, which options have been converted to options to acquire FFC's Common Stock pursuant to the Merger Agreement. Pursuant to General Instruction F to Form 8-K, the Press Release dated February 29, 1996 announcing the consummation of the Merger attached to this Current Report as Exhibit 1 is hereby incorporated herein by reference. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The acquisition of GCB by FFC does not involve a "significant amount of assets" under the instructions of Form 8-K and thus no financial statements of GCB are required to be filed as part of this Report. (b) PRO FORMA FINANCIAL INFORMATION. The acquisition of GCB by FFC does not involve a "significant amount of assets" under the instructions of Form 8-K and thus no pro forma financial information with respect to GCB is required to be filed as part of this Report. (c) EXHIBITS. Pursuant to Item 7(c) of Form 8-K, FFC hereby files the following required exhibits in accordance with Item 601 of Regulation S-K: Number Title ------ ----- * 2 Merger Agreement dated as of October 25, 1995 between Fulton Financial Corporation and Gloucester County Bankshares, Inc. 99 Press Release dated February 29, 1996 - -------------------------------------------- * Previously filed as an exhibit to the Current Report on Form 8-K dated November 3, 1995. 3 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, Fulton Financial Corporation has caused this Report to be signed on its behalf by the undersigned hereunto fully authorized. FULTON FINANCIAL CORPORATION By: \s\ James K. Sperry James K. Sperry Executive Vice President Date: February 29, 1996 4 EXHIBIT INDEX REQUIRED EXHIBITS ----------------- Number Title Page (in accordance with - ------ ----- sequential numbering system) ---------------------------- * 2 Merger Agreement dated as of October 25, 1995 between Fulton Financial Corporation and Gloucester County Bankshares, Inc. 99 Press Release dated February 29, 1996 6-7 - -------------------------------------------- * Previously filed as an exhibit to the Current Report on Form 8-K dated November 3, 1995. 5 EX-99 2 PRESS RELEASE FOR IMMEDIATE RELEASE contact: Timothy E. Doherty Full text available on PR NEWSWIRE phone: 717-291-2616 February 29, 1996 FULTON FINANCIAL COMPLETES GLOUCESTER COUNTY BANKSHARES ACQUISITION WOODBURY, N.J. - Fulton Financial Corp. (Nasdaq: FULT) today (Feb. 29) completed its acquisition of Gloucester County Bankshares, Inc. and Gloucester's wholly-owned subsidiary, The Bank of Gloucester County, in an approximately $35.1 million stock transaction. Under terms of a definitive Oct. 25, 1995 merger agreement, Gloucester shareholders will receive 1.58 shares of Fulton Financial common stock for each Gloucester common stock share. Gloucester had 1,032,901 shares of stock outstanding at the time of the transaction. The Bank of Gloucester County, with approximately $202 million in assets and 6 offices in Gloucester County, thus becomes Lancaster, Pa.-based Fulton Financial's ninth independent banking subsidiary. Fulton Financial now has $3.5 billion in assets and 111 branches in Pennsylvania, Maryland, Delaware and New Jersey. (MORE) 6 FULTON COMPLETES ACQUISITION 2-2-2-2 Gloucester shareholders approved the merger at a special Jan. 30 meeting, and regulatory approvals were received in December and January. In addition to The Bank of Gloucester County, Fulton Financial operates eight other affiliates: Fulton Bank, Lancaster; Farmers Trust Bank, Lebanon; Swineford National Bank, Middleburg; Lafayette Bank, Easton; FNB Bank, N.A., Danville; Great Valley Savings Bank, Reading; Hagerstown Trust Company, Hagerstown, Md.; and Delaware National Bank, Georgetown, Del. # # # 7 -----END PRIVACY-ENHANCED MESSAGE-----