-----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, WhU39L0L6XZxcjkJUG4K/E3uz/e1KdTCB2+xQyKbcduDhX/2FtJ1bt4HOIyfwjzP 9R0TqLVAC5JRTUTz9eyB5Q== 0000950109-98-004552.txt : 19980921 0000950109-98-004552.hdr.sgml : 19980921 ACCESSION NUMBER: 0000950109-98-004552 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980918 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980918 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: 98711339 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: 7 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 - September 18, 1998 (Date of earliest event reported) - (September 11, 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 September 11, 1998, Lafayette Bank ("Lafayette"), a wholly owned subsidiary of Fulton Financial Corporation ("FFC"), acquired Ambassador Bank of the Commonwealth ("ABC"). The acquisition was accomplished by merging ABC with and into Lafayette (the "Merger"). Following the Merger, Lafayette will operate under the name "Lafayette Ambassador Bank." The Merger was consummated pursuant to the previously announced Merger Agreement dated as of January 26, 1998, as amended and restated April 14, 1998 (the "Merger Agreement"), between FFC, Lafayette and ABC. In accordance with the terms of the Merger Agreement, each of the 1,920,603 issued and outstanding shares of the $4.00 par value common stock of ABC ("ABC Common Stock") has been converted into 1.40 shares of the $2.50 par value common stock of FFC ("FFC Common Stock"). Options and rights to purchase ABC Common Stock were converted into 409,831 shares of FFC Common Stock. Former stockholders of ABC will receive cash in lieu of fractional shares of FFC Common Stock at the rate of $20.63 per share. Pursuant to General Instruction F to Form 8-K, the Press Release dated September 11, 1998 announcing the consummation of the Merger attached to this Current Report as Exhibit 99 is incorporated herein by reference. 2 Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The acquisition of ABC does not involve a "significant amount of assets" under the instructions of Form 8-K and thus the financial statements described in Item 7(a)(4) of the instructions of Form 8-K are not required to be filed. (b) Pro Forma Financial Information. The acquisition of ABC does not involve a "significant amount of assets" under the instructions of Form 8-K and thus the pro forma financial information described in Item 7(b)(2) of the instructions of Form 8-K are not required to be filed. (c) Exhibits. Number Title - ------ ----- *99.1 Merger Agreement dated as of January 26, 1998, as amended and restated April 14, 1998, by and among Fulton Financial Corporation, Lafayette Bank and Ambassador Bank of the Commonwealth and the related Plan of Merger. 99 Press Release, dated September 11, 1998 - ------------------------------------------- * Incorporated by reference from the Registration Statement of Form S-4 (File No. 333-51075) of Fulton Financial Corporation effective on May 11, 1998. 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: September 18, 1998 4 EXHIBIT INDEX Required Exhibits ----------------- Number Title - ------ ----- *99.1 Merger Agreement dated as January 26, 1998, as amended and restated April 14, 1998, by and among Fulton Financial Corporation, Lafayette Bank and Ambassador Bank of the Commonwealth and the related Plan of Merger. 99 Press Release, dated September 11, 1998 - ------------------------------------------ * Incorporated by reference from the Registration Statement of Form S-4 (File No. 333-51075) of Fulton Financial Corporation effective on May 11, 1998. 5 EX-99 2 PRESS RELEASE-AMBASSADOR ACQUISITION [LETTERHEAD OF FULTON FINANCIAL CORPORATION APPEARS HERE] FOR IMMEDIATE RELEASE Contact: Laura J. Wakeley Phone: 717-291-2831 Fulton Financial completes Ambassador acquisition (September 14) -- Lancaster, PA -- Fulton Financial Corp. (Nasdaq: FULT) completed its acquisition of Ambassador Bank of the Commonwealth (Nasdaq: ABPA) on September 11. Under the terms of the definitive merger agreement, Ambassador shareholders will receive 1.4 shares of Fulton Financial common stock for each Ambassador common stock share. Based on the $20.625 per share closing price of Fulton Financial stock on September 11, the value per share of Ambassador stock is approximately $28.875. Ambassador Bank of the Commonwealth, with approximately $280 million in assets, was based in Allentown and operated 8 community banking offices in Lehigh and Northampton Counties. As part of the merger, Ambassador Bank and Lafayette Bank, another Lehigh Valley-based Fulton Financial affiliate, joined together to become Lafayette Ambassador Bank. This combined bank now operates 21 banking offices in Lehigh and Northampton Counties and has assets of approximately $750 million. "Ambassador Bank is a solid addition to the Fulton franchise," said Rufus A. Fulton, Jr., president and chief executive officer of Fulton Financial Corporation. "Lafayette Ambassador Bank will now be the third largest bank in the Lehigh Valley area, a region that continues to thrive." "The merging of Lafayette Bank and Ambassador Bank will afford us wider geographic coverage of the Lehigh Valley for the convenience of our customers," said Richard J. Ashby, Jr., chairman of Lafayette Ambassador Bank. "Our increased size enables us to handle loan requests from virtually all Lehigh Valley companies." "This merger will be transparent to the customers of Ambassador and Lafayette Banks. There will be no employee layoffs or branch closings -- in fact, we will be hiring additional employees and plan to open a new banking office this fall," said Timothy J. McDonald, president of Lafayette Ambassador Bank. - MORE - FULTON COMPLETES ACQUISITION 2-2-2 Fulton Financial now has more than $5.7 billion in assets and 147 branches in Pennsylvania, Maryland, Delaware and New Jersey. Ambassador Bank shareholders approved the merger at a special meeting on June 30, and regulatory approvals were received in August. In addition to Lafayette Ambassador Bank, Fulton Financial operates ten other banks: Fulton Bank, Lancaster; Lebanon Valley Farmers Bank, Lebanon; Swineford National Bank, Middleburg; FNB Bank, N.A., Danville; Great Valley Bank, Reading; Hagerstown Trust, Hagerstown, Maryland; Delaware National Bank, Georgetown, Delaware; 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. Additional information on Fulton Financial Corporation is available on the Internet at www.fult.com. # # # 1998 -----END PRIVACY-ENHANCED MESSAGE-----