NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 1999-03-22
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) March 19, 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 March 19, 1999, Northeast  Pennsylvania Financial Corp. (the "Company")
issued a press release which  announced that it had entered into an agreement to
purchase a new branch office located in Danville, Pennsylvania.

     A press release announcing the branch purchase is attached as Exhibit 99.1.

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

     Exhibit 99.1 Press Release dated March 19, 1999.




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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.


Dated:   March 19, 1999               By: /s/ E. Lee Beard
                                      ----------------------------------------
                                      E. Lee Beard
                                      President and Chief Executive Officer



Dated:   March 19, 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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 FIRST FEDERAL BANK     12 E. Broad St., Hazleton, PA  18201  (570)459-3700

                                 NEWS RELEASE

- --------------------------------------------------------------------------------


FOR IMMEDIATE RELEASE

DATE:       March 19, 1999
CONTACT:    Gary Gatski, Senior Vice President
PHONE:      (570)459-3742
FAX:        (570)459-3734

         FIRST FEDERAL BANK SIGNS AGREEMENT TO ACQUIRE DANVILLE BRANCH

      Hazleton,  PA-David B. Lee,  President  of Omega,  headquartered  in State
College,  and E.  Lee  Beard,  President/CEO  of  First  Federal  Bank,  jointly
announced  that an  agreement  has been signed for the  purchase of the Danville
Branch of Omega Bank by First Federal  Bank.  The sale of the office is expected
to be completed sometime in the second quarter of Calendar 1999.
      The sale,  pending regulatory  approvals,  will make Danville the eleventh
office of First Federal  and the first  office of the  bank in  Montour  County.
First Federal currently  operates two offices in Columbia County. One is located
in downtown  Bloomsburg and the second office is on Route 11 in Scott  Township.
The Danville office will continue to operate as a branch of Omega Bank until the
plan is approved.
      The banking office in Danville has served the community  since 1989,  when
it was  chartered as the Montour Bank.  The bank  operated the one  full-service
office until 1995 when it became part of Omega Financial,  the parent company of
Omega Bank. The office was merged into Omega Bank in 1996.
      Omega Financial,  headquartered in State College, operates office in eight
Central  Pennsylvania  counties  through its bank  affiliates--Omega  Bank, Penn
Central National Bank and Hollidaysburg Trust Company.



                                  -Continued-


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FIRST FEDERAL BANK ACQUIRES DANVILLE BRANCH     3/19/99           PAGE 2

      "Providing  convenient services to our existing Danville area customers as
well as developing solid  relationships with our new customers will be our first
objective," Beard said. "Our ability to deliver high levels of personal services
will  allow us to provide  for a smooth  transition  once the plan is  approved.
Businesses  as well as  individuals  in the Danville area will see a responsive,
efficient and  progressive  community  bank,  dedicated to  satisfying  customer
needs."
      Northeast   Pennsylvania   Financial  Corp.  is  the  holding  company  of
Abstractors,  Inc., a wholly-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.




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