PATRIOT BANK CORP
8-K, 1997-05-29
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)        May 27, 1997
                                                   ------------------------
                               PATRIOT BANK CORP.
- -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                     0-26744            23-2820537
- ----------------------------        ------------       ---------------
(State or other jurisdiction        (Commission         (IRS Employer
      of incorporation)             File Number)        ID Number)


High and Hanover Streets, Pottstown, PA                  19464-9963
- -------------------------------------------            --------------
      (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code     (610) 323-1500
                                                      ----------------

                                       N/A
- --------------------------------------------------------------------------------
         (Former name of former address, if changed since last report.)


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                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.  Other Events
         ------------

      On May 27, 1997, the Registrant  issued the press release  attached hereto
as Exhibit 99 and incorporated herein by reference.  The press release announced
that on May 23, 1997, Patriot Bank (the "Bank"), the wholly-owned  subsidiary of
the Registrant, completed its conversion from a federally-chartered savings bank
to a Pennsylvania-chartered commercial bank. The conversion is intended to allow
the Bank to operate more  competitively and efficiently as a community bank. The
Bank will continue to operate as before the conversion, and all current deposits
and loans will remain unaffected by the conversion.

Item 7.  Financial Statements and Exhibits
         ---------------------------------

      Exhibit 99 - Press Release dated May 27, 1997.




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SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                           PATRIOT BANK CORP.
                                           -------------------------------------
                                           (Registrant)

                                           By: /s/ Joseph W. Major
                                           -------------------------------------
                                           Joseph W. Major
                                           President and Chief Executive Officer

Dated:  May 29, 1997






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                                  EXHIBIT 99


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                         [PATRIOT BANK CORP. LETTERHEAD]


DATE:  May 27, 1997
FOR IMMEDIATE RELEASE

CONTACT:    Joseph W. Major (610) 970-4650
            Richard A. Elko (610) 970-4627


                PATRIOT BANK CONVERTS TO A PENNSYLVANIA-CHARTERED
                                 COMMERCIAL BANK


        POTTSTOWN, PA...PATRIOT BANK CORP. (NASDAQ - NMS - PBIX), parent company
of Patriot Bank,  today  announced that on May 23, 1997,  Patriot Bank completed
its    conversion    from   a    federally-chartered    savings    bank   to   a
Pennsylvania-chartered  commercial  bank.  The purpose of the  conversion  is to
allow Patriot Bank to operate more  competitively and efficiently as a community
bank. As a Pennsylvania-chartered commercial bank, Patriot bank will continue to
offer its  traditional  products and services and will also benefit from greater
acceptance of its expanded  commercial and retail products and services.  All of
Patriot Bank's branch offices will continue to operate as before the conversion,
and all current deposits and loans will remain unaffected by the conversion.

        "Since our initial public  offering in December  1995,  Patriot Bank has
operated under its Community Bank strategic plan,  which is based upon investing
in the future, with particular emphasis on technology to promote a sales culture
in which highly motivated and trained team members attract and retain profitable
customer  relationships,"  said Joseph W. Major,  President and Chief  Executive
Officer of Patriot Bank. The financial  cornerstones of Patriot's strategic plan
include:

         -  generation of large volumes of high  quality interest-earning assets
         -  generation  of low cost deposits and other sources of funds
         -  maintenance  of  low  interest  rate  risk 
         -  maintenance  of low operating costs 
         -  focus on recurring non-interest income


        At March 31, 1997,  Patriot had total assets of $594,055,000 with twelve
community banking offices in Montgomery,  Berks, Lehigh, Northampton and Chester
counties. The closing price of Patriot's common stock was $16 on Monday, May 27,
1997.




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