-----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, EMR722V0taqIQDNqo6gi5xNVIFH/PifbdlfHr+74sFqrOkx06ldY/k5pAV9iADYs C/WuULJbKa6JgcEsz4rSnw== 0000950109-98-002472.txt : 19980407 0000950109-98-002472.hdr.sgml : 19980407 ACCESSION NUMBER: 0000950109-98-002472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980406 SROS: NASD 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: SEC FILE NUMBER: 000-10587 FILM NUMBER: 98588223 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 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 - March 31, 1998 (Date of earliest event reported) - (March 27, 1998) 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 -------------- Item 2. Acquisition of Assets. On March 27, 1998, Fulton Financial Corporation ("FFC") acquired Keystone Heritage Group, Inc. ("KHG"), a bank holding company headquartered in Lebanon, Pennsylvania. The acquisition was accomplished by merging KHG with and into FFC (the "KHG/FFC Merger"). By virtue of this acquisition, FFC became the parent holding company of Lebanon Valley National Bank ("LVNB"), a national banking association. Simultaneously with the effectiveness of the KHG/FFC Merger, LVNB was merged with and into Farmers Trust Bank ("Farmers"), a wholly-owned subsidiary of FFC (the "Farmers/LVNB Merger"). Farmers survived the Farmers/LVNB Merger and changed its name to "Lebanon Valley Farmers Bank" ("LVFB"). LVFB closed or consolidated certain branches of LVNB and Farmers immediately following the Farmers/LVNB Merger. LVNB then transferred its branches in Dauphin and Lancaster Counties and associated deposits and loans to Fulton Bank, also a subsidiary of FFC. The KHG/FFC Merger was consummated pursuant to the previously-announced Merger Agreement dated as of August 15, 1997 (the "Merger Agreement"), between FFC and KHG. In accordance with the terms of the Merger Agreement, each of the issued and outstanding shares of the $5.00 par value common stock of KHG has been converted into 1.83 shares of the $2.50 par value common stock of FFC ("FFC Common Stock"). Former stockholders of KHG will receive cash in lieu of fractional shares of FFC Common Stock at the rate of $32.50 per share. Pursuant to General Instruction F to Form 8-K, the Press Release dated March 27, 1998 announcing the consummation of the Merger attached to this Current Report as Exhibit 99.1 is incorporated herein by reference. 2 Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. It is not currently practicable to provide the financial statements required by Item 7(a) of Form 8-K. Such financial statements will be filed, under cover of a Form 8-K/A amendment to report, not later than June 12, 1998. (b) Pro Forma Financial Information. It is not currently practicable to provide the pro forma financial information required by Item 7(b) of Form 8-K. Such pro forma financial information will be filed, under cover of a Form 8-K/A amendment to this report, not later than June 12, 1998. (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 August 15, 1997 as between Fulton Financial Corporation and Keystone Heritage Group, Inc. 99.1 Press Release dated March 30, 1998 - --------------------- * Previously filed as an exhibit to the Current Report on Form 8-K dated August 28, 1997. 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/ Rufus A. Fulton, Jr. ------------------------------ Rufus A. Fulton, Jr. President and Chief Executive Officer Date: April 6, 1998 4 EXHIBIT INDEX Required Exhibits ----------------- Page (in accordance with Number Title sequential numbering system) - ------ ----- ---------------------------- 2 Merger Agreement dated as of August 15, 1997 between Fulton Financial Corporation and Keystone Heritage Group, Inc. 99.1 Press Release dated 6 - 7 March 30, 1998 - --------------------- * Previously filed as an exhibit to the Current Report on Form 8-K dated August 28, 1997. 5 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Laura J. Wakeley Phone: 717-291-2831 Fulton Financial completes Keystone Heritage acquisition (March 30) -- Lancaster, PA -- Fulton Financial Corp. (Nasdaq:FULT) completed its acquisition of Keystone Heritage Group, Inc., a bank holding company whose sole banking subsidiary was Lebanon Valley National Bank on Friday, March 27. Under the terms of the definitive merger agreement, Keystone Heritage shareholders will receive 1.83 shares of Fulton Financial common stock for each Keystone Heritage common stock share. Based on the $32.81 per share closing price of Fulton Financial on March 27, the value per share of Keystone Heritage is approximately $60.00. Keystone Heritage, with approximately $640 million in assets, was based in Lebanon and operated community banking offices in Lebanon, Lancaster, Dauphin, Berks and Schuylkill counties through Lebanon Valley National Bank. As part of the merger, Lebanon Valley National Bank and Farmers Trust Bank, another Lebanon-based Fulton Financial affiliate, joined together to become Lebanon Valley Farmers Bank. This combined bank will operate 16 banking offices (14 branches in Lebanon County; one in Womelsdorf, Berks County; and one in Pine Grove, Schuylkill County) and will have assets of more than $650 million. Seven former - MORE - FULTON COMPLETES ACQUISITION 2-2-2 PAGE 2 . . . FULTON FINANCIAL ACQUIRES LEBANON VALLEY NATIONAL BANK Lebanon Valley National Bank branches in Dauphin and Lancaster Counties will become part of Fulton Bank. Fulton Financial now has more than $5.0 billion in assets and 139 branches in Pennsylvania, Maryland, Delaware and New Jersey. Keystone Heritage shareholders approved the merger at a special meeting on February 17, and regulatory approvals were received shortly thereafter. In addition to Lebanon Valley Farmers Bank, Fulton Financial operates ten other banks: Fulton Bank, Lancaster; Swineford National Bank, Middleburg; Lafayette Bank, Easton; FNB Bank, N.A., Danville; Great Valley Bank, Reading; Hagerstown Trust, Hagerstown, Md.; Delaware National Bank, Georgetown, Del.; The Bank of Gloucester County, Woodbury, New Jersey; The Woodstown National Bank & Trust Company, Woodstown, New Jersey; and The Peoples Bank of Elkton, Elkton, Maryland. Fulton has signed a definitive agreement to acquire Ambassador Bank of the Commonwealth, based in Allentown, with assets of approximately $275 million. This merger is expected to close during the third quarter of 1998. Additional information on Fulton Financial Corporation is available on the Internet at www.fult.com. # # # 1998 -----END PRIVACY-ENHANCED MESSAGE-----