NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 2000-06-15
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
Previous: INDEPENDENT ENERGY HOLDINGS PLC, 6-K, EX-99.1, 2000-06-15
Next: NORTHEAST PENNSYLVANIA FINANCIAL CORP, 8-K, EX-2.1, 2000-06-15



<PAGE> 1


                                  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.)









<PAGE> 2



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") and
Northeast Acquisition, Inc., a recently formed wholly- owned subsidiary of
Northeast. The Merger Agreement provides, among other things, that Northeast
Acquisition will merge with and into Security, with Security being the surviving
corporation (the "Merger"). Immediately following the Merger, it is expected
that Security will merge with and into Northeast with Northeast being the
surviving corporation. Additionally, in connection with the Merger, Security
Savings Association of Hazleton, a Pennsylvania chartered savings and loan
association will merge with and into First Federal Bank, a federally chartered
stock savings bank and the wholly-owned subsidiary of Northeast, with First
Federal being the surviving entity.

      Pursuant to the Merger Agreement, each share of Security common stock, par
value $0.01 per share ("Security Common Stock"), issued and outstanding
immediately prior to the Effective Time (as defined in the Merger Agreement)
will be converted into and become the right to receive $17.50 in cash, except
for (i) shares the holder of which, pursuant to Delaware law providing for
dissenter's or appraisal rights, is entitled to receive payment in accordance
with the provisions of any such law, such holder to have only the rights
provided in any such law; (ii) shares of Security Common Stock held directly or
indirectly by Northeast, other than shares held in a fiduciary capacity or in
satisfaction of a debt previously contracted; and (iii) shares held by Security
as treasury stock.

      The Merger will be structured as a tax-free reorganization. Consummation
of the Merger is subject to the satisfaction of certain conditions, including
approval of the Merger Agreement by the stockholders of Security and approval by
the appropriate regulatory agencies.

      Under certain circumstances, if the Merger Agreement is terminated by
Northeast in the manner and for the reasons set forth in the Merger Agreement
before the consummation of the Merger, Security may be required to pay Northeast
either $300,000 or $900,000 in immediately available funds, with the specific
amount depending on the situation under which termination is being effected or
the occurrence of certain events.

      The foregoing description is qualified in its entirety by reference to the
Merger Agreement, a copy of which is attached hereto as Exhibit 2.1.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
            ------------------------------------------------------------------

            a.    Financial Statements of Business Acquired.
                  Not Applicable


                                        2

<PAGE> 3



            b.    Pro Forma Financial Information.
                  Not Applicable

            c.    Exhibits:  The following Exhibit is filed as part of this
                             report:

  EXHIBIT NO.     DESCRIPTION
  -----------     -----------

     2.1          Agreement and Plan of Merger, dated as of June 2, 2000, by and
                  among Northeast Pennsylvania Financial Corp., Northeast
                  Acquisition, Inc. and Security of Pennsylvania Financial Corp.







                                        3


<PAGE> 4


                                   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 14, 2000                  By: /s/ E. Lee Beard
                                           -------------------------------------
                                           E. Lee Beard
                                           President and Chief Executive Officer







                                        4


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission