-----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, N2/87smaSGYM3g4gMqtfeD8i4VToxYkKElZzafX36aeHbUnwG6aU7LQrVRE1W8gE jsqRpAvZ8+jJzvT5qnAQUw== 0001193125-03-028511.txt : 20030804 0001193125-03-028511.hdr.sgml : 20030804 20030804161407 ACCESSION NUMBER: 0001193125-03-028511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030801 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030804 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: 03820860 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 d8k.htm FORM 8-K FOR FULTON FINANCIAL Form 8-K for Fulton Financial

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 4, 2003

(Date of earliest event reported) - (August 1, 2003)

 

                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 Number )
  (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


Item 2.    Acquisition of Assets.

 

On August 1, 2003, Fulton Financial Corporation (“Fulton”) acquired Premier Bancorp, Inc. (“Premier”), a bank holding company headquartered in Doylestown, Pennsylvania. The acquisition was accomplished by merging Premier with and into Fulton (the “Merger”). By virtue of this acquisition, Fulton became the parent holding company of Premier Bank (“Premier Bank”) which is an Pennsylvania state-chartered bank with 9 offices in Pennsylvania and total assets of about $600 million. Premier Bank is Fulton’s eleventh subsidiary bank. The Merger increases Fulton’s assets to approximately $9.2 billion and also increases to 198 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 January 16, 2003 (the “Merger Agreement), between Fulton and Premier. In accordance with the terms of the Merger Agreement, each of the approximately 5.12 million issued and outstanding shares of the $0.33 par value common stock of Premier has been converted into 1.407 shares of the $2.50 par value common stock of Fulton (“Fulton Common Stock”). Former stockholders of Premier will receive cash in lieu of fractional shares of Fulton Common Stock at the rate of $20.21 per share. All Premier 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 1, 2003, announcing the consummation of the Merger, attached to this Current Report as Exhibit 99.1, is hereby incorporated herein by reference.


Item 7.    Financial Statements and Exhibits.

 

(a)    Financial Statements of Business Acquired.

 

The acquisition of Premier by Fulton does not involve a “significant amount of assets” under the instructions of Form 8-K and thus no financial statements of Premier are required to be filed as part of this Report.

 

(b)    Pro Forma Financial Information

 

The acquisition of Premier 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 Premier 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 January 26, 2003 between Fulton Financial Corporation and Premier Bancorp, Inc.
           
    

99.1

   Press Release dated August 1, 2003

 

*   Previously filed as an exhibit to the Registration Statement on Form S-4, filed April 2, 2003 (File No. 333-104268).


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/    Charles J. Nugent                                
 
   

Charles J. Nugent

Senior Executive Vice President and

Chief Financial Officer

 

Date: August 1, 2003


EXHIBIT INDEX

 

Required Exhibits

 

Number

  

Title


  

Page (in accordance with

sequential numbering system)


*2

   Agreement and Plan of Merger, dated as of January 16, 2003 between Fulton Financial Corporation and Premier Bancorp, Inc.     

99.1

   Press Release dated August 1, 2003     

 

*   Previously filed as an exhibit to the Registration Statement on Form S-4, filed April 2, 2003 (File No. 333-104268).
EX-99.1 3 dex991.htm PRESS RELEASE DATED AUGUST 1, 2003 Press Release dated August 1, 2003

Exhibit 99.1

 

Fulton Financial


CORPORATION

 

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

 

Fulton Financial Corporation completes acquisition of Premier Bancorp, Inc.

 

(August 1)—Lancaster, PA—Fulton Financial Corporation (Nasdaq: FULT) today completed its acquisition of Premier Bancorp, Inc. (AMEX: PPA), a bank holding company whose sole banking subsidiary was Premier Bank.

 

Premier Bancorp shareholders approved the merger at a special meeting on July 10. Final regulatory approvals were received prior to that meeting. Under the terms of the definitive merger agreement, Premier Bancorp, Inc. shareholders will receive 1.407 shares of Fulton Financial common stock for each Premier Bancorp common stock share. Based on the $20.21 per share closing price of Fulton Financial stock on July 31, 2003, the transaction is valued at approximately $103.5 million. The acquisition will be accounted for using the purchase method of accounting. In connection with the transaction, the outstanding shares of Premier’s preferred stock were redeemed and Fulton assumed Premier’s outstanding trust preferred securities.

 

Premier Bancorp, with approximately $600 million in assets, currently operates eight community banking offices in Bucks, Northampton and Montgomery Counties. It is anticipated that, effective October 24, 2003 and subject to applicable regulatory approvals, the Premier Bank offices located in Bethlehem and Easton will be transferred to Lafayette Ambassador Bank, another Fulton Financial Corporation affiliate based in


Easton. The six other Premier Bank branches will continue to operate as a separate subsidiary of Fulton Financial Corporation.

 

Fulton Financial Corporation now has assets of approximately $9.2 billion and operates 198 offices in Pennsylvania, Maryland, Delaware and New Jersey.

 

In addition to Premier Bank, Fulton Financial operates ten 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, and Skylands Community Bank, Hackettstown, 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.

 

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

 

# # #

 

2003

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