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UNITED STATES
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) November 13, 1998
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NORTHEAST PENNSYLVANIA FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 1-13793 06-1504091
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
12 E. Broad Street, Hazleton, Pennsylvania 18201
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(Address of principal executive offices)
(717) 459-3700
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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On November 13, 1998, Northeast Pennsylvania Financial Corp. (the
"Company"), issued a press release which announced that it had received
regulatory clearance to repurchase up to 5% of the Company's outstanding shares.
A press release announcing the stock repurchase is attached as Exhibit
99.1.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
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Exhibit 99.1 Press Release dated November 13, 1998.
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.
Dated: November 24, 1998 By: /s/ E. Lee Beard
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E. Lee Beard
President and Chief Executive Officer
Dated: November 24, 1998 By: /s/ Patrick J. Owens, Jr.
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Patrick J. Owens, Jr.
Senior Vice President and
Chief Financial Officer
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EXHIBIT 99.1 PRESS RELEASE
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[NORTHEAST PENNSYLVANIA FINANCIAL CORP. LETTERHEAD]
CONTACT: PATRICK J. OWENS, JR.
CHIEF FINANCIAL OFFICER
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
(717) 459-3722
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
TO REPURCHASE COMMON STOCK
Hazleton, Pennsylvania, November 13, 1998 -- Northeast Pennsylvania
Financial Corp., (the "Company") (Amex: NEP) the holding company for First
Federal Bank, Hazleton, Pennsylvania, has announced that it has received
regulatory clearance to purchase up to 321,368 shares of its common stock.
E. Lee Beard, President and Chief Executive Officer of Northeast
Pennsylvania Financial Corp. said that the Company has been authorized by its
Board of Directors to repurchase up to five (5) percent of the Company's
6,427,350 outstanding shares.
Ms. Beard commented, "We believe that the repurchase of the shares will
enhance shareholder value as such repurchases have the effect of increasing the
earnings per share and book value of the remaining shares outstanding. The last
trade of the common stock on November 12, 1998 was at approximately eighty-two
(82) percent of its tangible book value at $14.80 per share (as of September 30,
1998). Based on this, we believe that the repurchase of our shares is an
excellent long-term investment."
The repurchase will be made in open-market transactions, subject to the
availability of stock.
In addition, in order to fund the Company's 1998 Stock-Based Incentive
Plan (the "Plan"), the related trust has begun purchasing shares of the
Company's common stock in the open market with funds contributed by the Company.
Purchases are being made from time to time at the discretion of the trust and
will amount up to 257,094 shares, or 4.0% of the Company's issued and
outstanding common stock.
Northeast Pennsylvania Financial Corp. completed its initial public
offering of common stock in connection with the conversion of First Federal
Savings and Loan Association of Hazleton from a federally-chartered mutual
savings and loan association to a federally-chartered stock savings bank, First
Federal Bank, on March 31, 1998. In the conversion, Northeast Pennsylvania
Financial Corp. sold 5,951,250 shares at $10.00 per share, raising $59,512,500
in gross proceeds.
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NORTHEAST PENNSYLVANIA FINANCIAL CORP. REPURCHASE RELEASE PAGE 2 11/13/98
First Federal Bank is headquartered in Hazleton, Pennsylvania, and
operates through its administrative/branch office in Hazleton and through nine
other full service branches and one loan origination office located throughout
Northeast Pennsylvania. The Bank's deposits are insured by the Federal Deposit
Insurance Corporation.
