NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 2000-06-02
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) June 2, 2000

                    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 June 2, 2000, Northeast Pennsylvania Financial Corp., a Delaware
corporation ("Northeast"), announced that it had entered into an Agreement and
Plan of Merger, dated as of June 2, 2000 (the "Merger Agreement"), with Security
of Pennsylvania Financial Corp., a Delaware corporation ("Security"). Security
is a savings and loan holding company that owns all of the common stock of
Security Savings Association of Hazleton, a Pennsylvania chartered savings and
loan association. The Merger Agreement provides, among other things, that
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.

      Northeast and Security publicly announced the merger in a press release
dated June 2, 2000, a copy of which is attached hereto as Exhibit 99.1.

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

      Exhibit 99.1 Press Release dated June 2, 2000.


                                  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:      June 2, 2000               By: /s/ E. Lee Beard
                                           -------------------------------------
                                           E. Lee Beard
                                           President and Chief Executive Officer










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