-----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, QAVjIhDxCu6Vtc4AfUerXf1dsR1i0aYOmvBMnjOxVldA0tZEZe46AI/A7rav4yk5 Tan64Lci4MuGiww6Lm5aHw== /in/edgar/work/20000814/0000950109-00-003454/0000950109-00-003454.txt : 20000921 0000950109-00-003454.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950109-00-003454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000810 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: [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: 699279 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 0001.txt 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 - August 10, 2000 (Date of earliest event reported) - (August 1, 2000) 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 August 1, 2000, Fulton Financial Corporation ("Fulton") acquired Skylands Financial Corporation ("Skylands"), a bank holding company headquartered in New Jersey. The acquisition was accomplished by merging Skylands with and into Fulton (the "Merger"). By virtue of this acquisition, Fulton became the parent holding company of Skylands Community Bank ("SCB") which is an FDIC-insured New Jersey bank with eight offices and total assets of about $240 million. SCB is Fulton's thirteenth subsidiary bank and the sixth subsidiary bank located outside of Pennsylvania. The Merger increases Fulton's assets to approximately $6.4 billion and also increases to 160 the number of banking offices operated by Fulton's subsidiary banks. The Merger was consummated pursuant to the previously-announced Agreement and Plan of Merger, dated as of February 23, 2000, and amended and restated as of May 1, 2000 (the "Merger Agreement), between Fulton and Skylands. In accordance with the terms of the Merger Agreement, each of the 2,533,889 issued and outstanding shares of the $2.50 par value common stock of Skylands has been converted into .819 shares of the $2.50 par value common stock of Fulton ("Fulton Common Stock"). Former stockholders of Skylands will receive cash in lieu of fractional shares of Fulton Common Stock at the rate of $20.25 per share. All Skylands' options to purchase its common stock outstanding on the closing date have been converted to options to acquire Fulton's Common Stock pursuant to the Merger Agreement. Pursuant to General Instruction F to Form 8-K, the Press Release dated August 2, 2000, announcing the consummation of the Merger attached to this Current Report as Exhibit 99.1 is hereby incorporated herein by reference. 2 Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The acquisition of Skylands by Fulton does not involve a "significant amount of assets" under the instructions of Form 8-K and thus no financial statements of Skylands are required to be filed as part of this Report. (b) Pro Forma Financial Information The acquisition of Skylands by Fulton 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 Skylands is required to be filed as part of this Report. (c) Exhibits. Pursuant to Item 7(c) of Form 8-K, Fulton hereby files the following required exhibits in accordance with Item 601 of Regulation S-K: Number Title ------ ----- *2 Agreement and Plan of Merger, dated as of February 23, 2000, and amended and restated as of May 1, 2000, between Fulton Financial Corporation and Skylands Financial Corporation. 99.1 Press Release dated August 2, 2000 - ----------- * Previously filed as an exhibit to the Registration Statement on Form S-4, filed June 12, 2000 (File No. 333-37718). 3 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, Fulton Financial Corporation has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. FULTON FINANCIAL CORPORATION By: \s\ Rufus A. Fulton, Jr. ------------------------- Rufus A. Fulton, Jr. Chairman, President and Chief Executive Officer Date: August 10, 2000 4 EXHIBIT INDEX Required Exhibits -----------------
Number Title Page (in accordance with - ------ ----- sequential numbering system) ---------------------------- * 2 Agreement and Plan of Merger, dated as of February 23, 2000, and amended and restated as of May 1, 2000, between Fulton Financial Corporation and Skylands Financial Corporation. 99.1 Press Release dated August 2, 2000
- ------------ * Previously filed as an exhibit to the Registration Statement on Form S-4, filed June 12, 2000 (File No. 333-37718). 5 EX-99.1 2 0002.txt PRESS RELEASE DATED AUGUST 2, 2000 Exhibit 99.1- Press Release dated August 2, 2000 - ------------------------------------------------ [LOGO OF FULTON FINANCIAL CORPORATION] FOR IMMEDIATE RELEASE Contact: Laura J. Wakeley (Full text available on PR Newswire) Phone: 717-291-2831 (August 2) -- Lancaster, PA -- Fulton Financial Corporation (Nasdaq: FULT) yesterday (August 1) completed its acquisition of Skylands Financial Corporation (Nasdaq: SKCB), a bank holding company whose sole banking subsidiary was Skylands Community Bank. Under the terms of the definitive merger agreement, Skylands Financial shareholders will receive .819 shares of Fulton Financial common stock for each Skylands Financial common stock share. Based on the $21.50 per share closing price of Fulton Financial stock on July 31, the value per share of Skylands Financial stock is approximately $17.61. Skylands Community Bank, with approximately $240 million in assets, is based in Hackettstown, New Jersey and operates 8 community banking offices in Morris, Warren and Sussex Counties. Fulton Financial now has more than $6.4 billion in assets and operates 160 branches in Pennsylvania, Maryland, Delaware and New Jersey. Skylands shareholders approved the merger at a special meeting on July 17. Final regulatory approvals were received prior to this meeting. In addition to Skylands Community Bank, Fulton Financial operates twelve other 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; Great Valley Bank, Reading, PA; Hagerstown Trust, Hagerstown, MD; Delaware National Bank, Georgetown, DE; The Bank of Gloucester County, Woodbury, NJ; The Woodstown National Bank & Trust Company, Woodstown, NJ; The Peoples Bank of Elkton, Elkton, MD; and Fulton Financial Advisors, N.A., Lancaster, PA. Additional information on Fulton Financial Corporation is available on the Internet at www.fult.com. ------------ # # # -----END PRIVACY-ENHANCED MESSAGE-----