SUSSEX BANCORP
8-K, 1999-02-12
STATE COMMERCIAL BANKS
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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) February 1, 1999


                                 SUSSEX BANCORP
                                 -------------- 
             (Exact name of registrant as specified in its charter)

      New Jersey                      0-29030                     22-3475473
- ----------------------------        ------------             -------------------
(State or other jurisdiction        (Commission              (IRS Employer
of incorporation)                   File Number)             Identification No.)


                 
        399 Route 23, Franklin, New Jersey                   07416
        ----------------------------------                   -----
     (Address of principal executive offices)              (Zip Code)



        Registrant's telephone number, including area code (973) 827-2914
                                                           --------------
<PAGE>
Item 5.   Other Events

         The  Registrant  issued a press release  announcing its 1998 net income
increased by 3% from $708,000 in 1997 to $710,000 in 1998. The details announced
in the press  release are  incorporated  by  reference as if set forth at length
herein.

Item 7.  Exhibits.

         The following exhibit is filed with this Current Report on Form 8-K.

         Exhibit No.                        Description
         -----------                        -----------

             99              Press Release announcing an increase in net income.







                                  Page 2 of 5
<PAGE>


                                   SIGNATURES

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


                                                SUSSEX BANCORP
                                                --------------
                                                (Registrant)




Dated: February 3, 1999                     By: /s/ CANDACE A. LEATHAM
                                                ----------------------
                                                CANDACE A. LEATHAM
                                                Chief Financial Officer



                                  Page 3 of 5
<PAGE>


                                  EXHIBIT INDEX

                           CURRENT REPORT ON FORM 8-K


   Exhibit No.                Description                               Page No.
   -----------                -----------                               --------

      99          Press Release announcing an increase in net income       5










                                  Page 4 of 5

EXHIBIT 99

                                  Press Release


                              FOR IMMEDIATE RELEASE

                     SUSSEX BANCORP REPORTS HIGHER EARNINGS

                                        CONTACT: Donald L. Kovach (973)-827-2914
                                                 President
                                                 SYMBOL:  SBB


         Franklin, NJ, February 1, 1999-Sussex Bancorp=s net income increased by
         3% to $710,000 for 1998 from $708,000 in 1997.  Basic earning per share
         for the two periods were $.50 and $.51, respectively.  Diluted earnings
         per share  were $.50 in 1998 and $.51 in 1997.  The change in per share
         earnings  reflects an increased  number of average  shares  outstanding
         during 1998, as the Company's average shares  outstanding  increased to
         1,410,535 from 1,377,934.  The increase was attributable to issuance of
         new  shares  through  the  Company=s  dividend  reinvestment  plans and
         exercises of stock options.

         For the year ended  December 31, 1998 Sussex Bancorp had total interest
         income of $8.3 million, compared to interest income of $7.4 million for
         1997.  Total interest expense for year ended December 31, 1998 was $3.8
         million  compared to interest  expense of $3.1 million in 1997.  During
         1998,  Sussex Bancorp's  non-performing  loans decreased by $341,000 or
         47% from 1997.  The Company's  ratio of  non-performing  loans to total
         loans  declined to .56% at December 31, 1998 from 1.07% at December 31,
         1997.

         At December 31, 1998, Sussex Bancorp had total assets of $137.5 million
         compared to total assets at December 31, 1997 of $114.3 million.  Total
         deposits  increased  to 127.7  million at December 31, 1998 from $104.9
         million at December 31, 1997. Sussex operates through the Sussex County
         State  Bank,  which has seven  branches  in  Northern  New  Jersey.  In
         addition,  the Bank has  recently  formed the Sussex  Bancorp  Mortgage
         Company,  Inc.  The  Mortgage  Company  will  offer a wide  variety  of
         mortgage products.


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