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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) September 16,
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.)
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Item 5. Other Events.
On September 16, 1998, Patriot Bank Corp. ("Patriot")
entered into a definitive agreement (the "Agreement") to acquire
all of the outstanding capital stock of Keystone Financial
Leasing, Inc. ("Keystone Leasing") from Keystone Bank, N.A.
Keystone Leasing is a small ticket equipment leasing company with
approximately $40 million in assets at June 30, 1998.
Under the terms of the Agreement, Patriot is to pay
$6,585,000 in cash at the closing with additional cash to be paid
in the future based on future revenues of Keystone Leasing.
Patriot intends to merge Keystone Leasing into Patriot Commercial
Leasing Company, a wholly owned subsidiary of Patriot Bank. The
acquisition is subject to approval of various regulatory agencies
and will be treated as a purchase for financial accounting
purposes. It is anticipated that the transaction will close in
the fourth quarter of 1998.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 - Press Release of Patriot Bank Corp.
dated September 16, 1998 regarding
definitive agreement to acquire Keystone
Financial Leasing, Inc.
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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.
Dated: September 28, 1998
By/s/ Richard A. Elko
Richard A. Elko
Executive Vice President
and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit Number
99.1 Press Release of Patriot Bank Corp. dated September 16,
1998 regarding definitive agreement to acquire Keystone
Financial Leasing, Inc. <PAGE 4>
EXHIBIT 99.1
DATE: September 16, 1998
FOR IMMEDIATE RELEASE
PATRIOT CONTACT: Joseph W. Major (610) 970-4650
Richard A. Elko (610) 970-4627
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Patriot to Acquire Keystone Financial Leasing
Pottstown, PA . . . Patriot Bank Corp. (NASDAQ - NMS -
PBIX), parent company of Patriot Bank, today announced the
execution of a Definitive Agreement ("Agreement") for Patriot to
acquire Keystone Financial Leasing. Keystone Financial Leasing
is a $40 million small ticket leasing company and is a wholly-
owned subsidiary of Keystone Bank, N.A.
The terms of the Agreement call for Patriot to pay
$6,585,000 in cash at closing and future cash consideration based
on future revenues of Keystone Financial Leasing. Keystone
Financial Leasing will be merged into Patriot Commercial Leasing
Company, which is a wholly-owned subsidiary of Patriot Bank. The
acquisition is subject to approval of various regulatory agencies
and will be accounted for as a purchase. It is anticipated that
the transaction will close near the end of 1998.
"This acquisition provides immediate growth and economies of
scale to Patriot's existing small-ticket leasing operations,"
said Joseph W. Major, President and Chief Executive Officer. "We
will continue to operate Keystone Financial Leasing out of its
existing location with its existing staff -- this approach will
ensure future revenue growth and provide customers with the same
high quality service they have come to expect," continued Major.
This acquisition fits well into Patriot's SuperBank
strategy. That strategy is designed to provide Patriot with
distinct advantages over its competitors. This means Better
Bankers and Delivery Systems, Better Orientation toward
Customers, Better Technology and Better Leadership -- with the
intention of consistently improving earnings per share and return
on equity.
"This acquisition, coupled with our pending acquisition of
First Lehigh Corporation moves us further toward converting
Patriot into a full service, high-performing commercial banking
company. We expect the acquisition to be immediately accretive
to earnings and return on equity," concluded Major.
At June 30, 1998, Patriot had total assets of $876,303,000
with thirteen banking offices in Montgomery, Berks, Lehigh,
Northampton, Bucks and Chester counties. On a pro forma basis,
Patriot will be a $1 billion financial services company operating
<PAGE 1> 19 offices. The closing price of Patriot's common stock
was $12-1/8 on Wednesday, September 16, 1998. <PAGE 2>
