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Northeast Pennsylvania Financial Corp., 12 E. Broad St., Hazleton, PA 18201
(570) 459-3700
NEWS RELEASE
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*FOR IMMEDIATE RELEASE*
NORTHEAST PENNSYLVANIA FINANCIAL CORP. ANNOUNCES AGREEMENT
TO ACQUIRE SECURITY OF PENNSYLVANIA FINANCIAL CORP.
HAZLETON, PENNSYLVANIA, JUNE 2, 2000 -- Northeast Pennsylvania Financial
Corp. (AMEX: NEP), (holding company for First Federal Bank) Hazleton,
Pennsylvania, and Security of Pennsylvania Financial Corp. (AMEX: SPN) also of
Hazleton, announced today the signing of a definitive agreement under which
Northeast will acquire Security and its wholly owned subsidiary Security Savings
Association of Hazleton.
Under the terms of the transaction, Security stockholders will receive
$17.50 for each share of Security common stock. The merger is subject to certain
conditions, including the approval of Security's stockholders and regulatory
approval. The merger is expected to be completed in the fourth quarter of 2000.
"It is with great pleasure that we announce the acquisition of Security
Savings," said E. Lee Beard, President and Chief Executive Officer of Northeast
and First Federal. "This acquisition will result in First Federal becoming the
market share leader in the greater Hazleton area. We look forward to continuing
to emphasize the personal service and community banking focus that our customers
and Security's customers appreciate."
"We believe that this transaction is a terrific opportunity for our
stockholders and also will benefit our customers and the greater Hazleton
community," said Richard C. Laubach, President and Chief Executive Officer of
Security.
Northeast estimates cost savings opportunities to equal approximately 40%
of Security's annualized operating expenses, or $1.3 million pre-tax, by the end
of the combined companies first full year of operation. Northeast will also seek
opportunities to increase non-interest income in the consolidated company. NEP
expects the merger to be accretive to earnings per share in the first year.
Northeast is the holding company of First Federal Bank, Northeast
Pennsylvania Trust Co. and Abstractors, Inc., a title insurance agency, which
serve greater Northeastern and Central Pennsylvania through thirteen full
service office locations and a loan production office. At March 31, 2000,
Northeast had total assets of $669.6 million and total deposits of $372.9
million.
Security is the holding company of Security Savings Association of
Hazleton, headquartered in Hazleton, Pennsylvania. Security Savings Association
of Hazleton has been serving its customers and community since 1889. It operates
out of four offices in Luzerne and Carbon counties, Pennsylvania. At March 31,
2000, Security had total assets of $134.4 million and total deposits of $100.3
million.
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NORTHEAST PENNSYLVANIA FINANCIAL CORP. - NEWS RELEASE
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Safe Harbor
This news release contains certain forward-looking statements about the
proposed merger of Northeast and Security. These statements include statements
regarding the anticipated closing date of the transaction, anticipated cost
savings, and anticipated future results. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or current
facts. They often include words like "believe," "expect," "anticipate,"
"estimate," and "intend" or future or conditional verbs such as "will," "would,"
"should," "could" or "may." Certain factors that could cause actual results to
differ materially from expected include delays in completing the merger,
difficulties in achieving cost savings from the merger or in achieving such cost
savings within the expected time frame, difficulties in integrating Northeast
and Security, increased competitive pressures, changes in the interest rate
environment, changes in general economic conditions, legislative and regulatory
changes that adversely affect the business in which Northeast and Security are
engaged, and changes in the securities markets.
Northeast and Security do not undertake, and specifically disclaim any
obligation to publicly release the result of any revisions which may be made to
any forward looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Security will be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission (the "SEC").
STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the documents free of charge at
the SEC's website, www.sec.gov. In addition, documents filed with the SEC by
Security will be available free of charge from the Secretary of Security at 31
W. Broad Street, Hazleton, Pennsylvania 18201, telephone (570) 454-0824. READ
THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Security, its directors, executive officers and certain other members of
management may be deemed to be participants in the solicitation of proxies to
approve the merger. Information about the participants may be obtained from
Security.
For further information contact:
E. Lee Beard, President/CEO or Patrick J. Owens, Jr., CFO/Treasurer
Northeast Pennsylvania Financial Corp. Northeast Pennsylvania Financial Corp.
12 E. Broad Street 12 E. Broad Street
Hazleton, Pennsylvania 18201 Hazleton, Pennsylvania 18201
(570) 459-3706 (570) 459-3722
Richard C. Laubach, President/CEO
Security of Pennsylvania Financial Corp.
31 W. Broad Street
Hazleton, Pennsylvania 18201
(570) 454-0824
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