<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ --------------------
Commission File Number 1-13793
NORTHEAST PENNSYLVANIA FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 06-1504091
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12 E. BROAD STREET, HAZLETON, PENNSYLVANIA 18201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 459-3700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $0.01 per share American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate by checkmark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K, as filed on
December 29, 1998 or any amendment to the Form 10-K, as filed on December 29,
1998 [X].
The aggregate market value of the voting and non-voting stock held by
non-affiliates of the registrant is $72.9 million and is based on the last sales
price as quoted on the American Stock Exchange for December 28, 1998.
The number of shares of common stock outstanding as of December 28, 1998
was 6,427,350.
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Shareholders for the year ended
September 30, 1998 are incorporated by reference into Part I, Part
II, Part III and Part IV of the Form 10-K as filed on December 29,
1998.
(2) Portions of the definitive proxy statement for the 1999 Annual
Meeting of Shareholders are incorporated by reference into Part I
and Part III of the Form 10-K as filed on December 29, 1998.
The undersigned registrant hereby amends the cover page of its Annual
Report on Form 10-K for the fiscal year ended September 30, 1998 to reflect
outstanding shares and aggregate market value as of December 28, 1998.
2
<PAGE> 3
CONFORMED
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange act of 1934, the registrant duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
Northeast Pennsylvania Financial Corp.
By: /s/ E. Lee Beard January 13, 1999
----------------------------------
E. Lee Beard
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ E. Lee Beard President, Chief Executive Officer January 13, 1999
- ------------------------- and Director
E. Lee Beard (principal executive officer)
/s/ Patrick J. Owens, Jr. Chief Financial Officer and Treasurer January 13, 1999
- ------------------------- (principal accounting and financial
Patrick J. Owens, Jr. officer)
Chairman of the Board
- -------------------------
Thomas L. Kennedy
Director
- -------------------------
Paul L. Conard
/s/ William R. Davidson Director January 13, 1999
- -------------------------
William R. Davidson
/s/ Barbara M. Ecker Director January 13, 1999
- -------------------------
Barbara M. Ecker
Director
- -------------------------
R. Peter Haentjens, Jr.
Director
- -------------------------
John P. Lavelle
3
<PAGE> 4
/s/ Michael J. Leib Director January 13, 1999
- -------------------------
Michael J. Leib
/s/ William J. Spear Director January 13, 1999
- -------------------------
William J. Spear
