_________________________________________________________________
_________________________________________________________________
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 29, 1998
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) Ident. No.)
High and Hanover Streets, Pottstown Pennsylvania 19464
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 323-1500
N/A
(Former name or former address, if changed since last report.)
_________________________________________________________________
_________________________________________________________________
PAGE 1
<PAGE>
Item 5. Other Events.
Gary N. Gieringer announced that he was resigning as
Chairman and Chief Executive Officer of Patriot Bank Corp.
("Patriot") effective June 30, 1998 due to health reasons.
James B. Elliott was appointed Chairman of the Board and
Joseph W. Major was appointed Chief Executive Officer of Patriot
effective June 30, 1998. Mr. Major currently serves as President
and Chief Operating Officer of Patriot and President and Chief
Executive Officer of Patriot Bank. See Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 - Press Release of Patriot Bank Corp.
dated May 29, 1998 regarding resignation
of Gary N. Gieringer.
PAGE 2
<PAGE>
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.
Dated: June 3, 1998
By /s/ Richard A. Elko
Richard A. Elko
Executive Vice President and
Chief Financial Officer
PAGE 3
<PAGE>
EXHIBIT INDEX
Exhibit Number
99.1 Press Release of Patriot Bank Corp. dated May 29, 1998
regarding resignation of Gary N. Gieringer.
<PAGE 4>
EXHIBIT 99.1
PATRIOT BANK CORP.
DATE: May 29, 1998
FOR IMMEDIATE RELEASE
CONTACT: Joseph W. Major (610) 970-4650
Richard A. Elko (610) 970-4627
Patriot Bank Corp. Appoints James B. Elliott Chairman and
Joseph W. Major Chief Executive Officer
Pottstown, PA...Patriot Bank Corp. (NASDAQ - NMS - PBIX),
parent company of Patriot Bank, today announced that effective
June 30, 1998 James B. Elliott is appointed Chairman of the Board
and Joseph W. Major appointed Chief Executive Officer of Patriot
Bank Corp. The appointments were made when Patriot's Board of
Directors accepted the resignation of Gary N. Gieringer from his
positions as Chairman and Chief Executive Officer effective
June 30, 1998.
Mr. Elliott is a long standing Board member of Patriot. He
has held significant leadership positions on the Board and its
various committees since 1990. Most recently, Mr. Elliott served
as the Chairman of Patriot's Executive Committee. "I am honored
to have been appointed Chairman, and pledge my full dedication to
the shareholders of this company. I am quite familiar with
Patriot's history and commitment to the local community, and will
work to keep the company on a sound footing and focused on its
strategic initiatives as it moves to the next century," stated
Mr. Elliott regarding his appointment as Chairman.
Mr. Major currently serves as President and Chief Operating
Officer of Patriot Bank Corp., and as President and Chief
Executive Officer of Patriot Bank. He has held these positions
since 1995 and has been a Director since 1990.
After 11 years of dedicated service to Patriot as President,
Chief Executive Officer and Chairman, Mr. Gieringer was advised
to seek a significantly reduced role in the company because of
health reasons. However, Mr. Gieringer accepted the position of
Special Consultant to the Board, and pledged his ongoing guidance
and support to the Company. "My work at Patriot has been the
most challenging and rewarding of my career," stated
Mr. Gieringer. "I will remain a valuable resource during this
time of orderly transition, and will provide ongoing assistance
and guidance to our Board and to our management team," he added.
Mr. Gieringer began his career in banking in 1960 with the
Bank of Pennsylvania, after a tour of duty overseas in the United
States Air Force. He studied accounting and quickly rose through
the ranks of the Bank of Pennsylvania, serving as a retail branch
manager, a commercial lender, and as a Senior Vice President of
Commercial Lending at the First National Bank of Leesport. He
was appointed President of Patriot Bank, in June, 1987. "My main
objective over the last several years was to assemble a
management team that can successfully execute Patriot's Business
Plan. I feel that the right team is in place, thus allowing me
to take a much reduced role. I am truly excited about the
Patriot SuperBank Strategy, with its emphasis on better people,
training, and technology. I will continue to do my part in
making the Company a great success," stated Mr. Gieringer.
"It was an emotional moment when the Board accepted Gary's
resignation," stated Mr. Major. "This is a choice that is in
Gary's best interests, and will also assure Patriot the ongoing
support of a significant shareholder, an experienced and trusted
friend, and an excellent banker," he concluded.
Patriot will satisfy its contractual obligations to
Mr. Gieringer which will result in a special after-tax charge of
approximately $635,000 in the second quarter of 1998. It is
expected that future earnings of the company will be enhanced as
a result of reduced compensation expense. Patriot expects to
report second quarter earnings that are consistent with analysts
estimates as a result of a gain on the sale of certain equity
investments.
At March 31, 1998 Patriot had total assets of $880,298,000
with 13 banking offices in Montgomery, Berks, Lehigh,
Northampton, Bucks and Chester counties. The closing price of
Patriot's common stock was $15-1/4 on Thursday, May 28, 1998.
