NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 1999-04-21
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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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) April 20, 1999
                                                         --------------

                     NORTHEAST PENNSYLVANIA FINANCIAL CORP.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                     1-13793                   06-1504091
      --------                     -------                   ----------
(State or other Jurisdiction of   (Commission               (IRS Employer
incorporation or organization)    File Number)              Identification No.)

                12 E. Broad Street, Hazleton, Pennsylvania 18201
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (570) 459-3700
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)









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ITEM 5.  OTHER EVENTS.
         -------------

      On April 20, 1999, Northeast Pennsylvania Financial Corp. (the "Company"),
issued a press release announcing the declaration of a cash dividend of $0.05
for the three months ended March 31, 1999 and the establishment of a dividend
reinvestment plan.

      A press release announcing the declaration of the dividend and the
establishment of the dividend reinvestment plan is attached as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND OTHER EXHIBITS.
         ---------------------------------------

      Exhibit 99.1 Press Release dated April 20, 1999.


                                   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:         April 20, 1999           By: /s/ E. Lee Beard
                                           -------------------------------------
                                           E. Lee Beard
                                           President and Chief Executive Officer



Dated:          April 20, 1999          By: /s/ Patrick J. Owens, Jr.
                                            ------------------------------------
                                            Patrick J. Owens, Jr.
                                            Senior Vice President and
                                             Chief Financial Officer








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EXHIBIT 99.1         PRESS RELEASE




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NEWS RELEASE


FOR IMMEDIATE RELEASE

Date:       April 20, 1999
Contact:    Patrick J. Owens, Jr.
            Treasurer
Phone:      (570) 459-3722 office
Fax:        (570) 450-6110

NORTHEAST PENNSYLVANIA FINANCIAL CORP. ANNOUNCES CASH DIVIDEND AND DIVIDEND 
REINVESTMENT PLAN

Hazleton, Pa........ E. Lee Beard, President and Chief Executive Officer of
Northeast Pennsylvania Financial Corp. (the "Company") (Amex; NEP), the holding
company for First Federal Bank today announced a cash dividend for the three
months ended March 31, 1999 of $.05 per share to shareholders of record as of
the close of business on May 13, 1999. Payment of the cash dividend will be made
on or about May 28, 1999.

Mrs. Beard also announced the Company has established a dividend reinvestment
plan, which will be available to all shareholders owning at least 50 shares of
the Company's common stock. Information regarding the dividend reinvestment plan
will be mailed to all shareholders shortly and shareholders who register before
May 5, 1999 will be eligible to participate in the plan for the second quarter
dividend payout. In addition to the dividend reinvestment plan, the Company will
allow additional cash investments on a quarterly basis of between $100 and
$1,000. The shares for the dividend reinvestment plan and for the additional
share purchases will be acquired in the open market.

Northeast Pennsylvania Financial Corp. is the holding company of Abstractors,
Inc., a wholly-


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owned title insurance agency, and First Federal Bank, which serves the greater
Hazleton area, Mountaintop, Bloomsburg, Lehighton, and all of Schuylkill County,
through ten office locations.

Statements contained in this news release, which are not historical facts, are
forward looking statements, as the term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risk and uncertainties which could cause actual results to differ materially
from those currently anticipated due to a number of factors, which include, but
are not limited to, factors discussed in documents filed by the Company with the
Securities and Exchange Commission from time to time.



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