NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 2000-02-02
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) February 1, 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 February 1, 2000, Northeast Pennsylvania Financial Corp. (the
"Company"), issued a press release announcing that it had received regulatory
approval to repurchase 10% of the Company's outstanding shares.

      A press release announcing the approval of the stock repurchase is
attached as Exhibit 99.1.

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

      Exhibit 99.1 Press Release dated February 1, 2000.




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









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EXHIBIT 99.1     PRESS RELEASE



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NORTHEAST PENNSYLVANIA FINANCIAL CORP. 12 E. BROAD STREET, HAZLETON, PA 18201
(570) 459-3700


NEWS RELEASE
- ------------


FOR IMMEDIATE RELEASE


DATE:       February 1, 2000
CONTACT:    Patrick J. Owens, Jr.
            Treasurer
PHONE:      (570) 459-3722
FAX:        (570) 450-6110

NORTHEAST PENNSYLVANIA FINANCIAL CORP. ANNOUNCES
APPROVAL OF STOCK BUYBACK.

Hazleton, Pa. . . . . . . E. Lee Beard, President and Chief Executive Officer of
Northeast Pennsylvania Financial Corp. (the "Company") (Amex; NEP), the holding
company for First Federal Bank (the "Bank") today announced that the Company has
received approval from the Office of Thrift Supervision (OTS) to repurchase
551,065 shares of its common stock. The stock repurchase program was previously
approved by the Company's Board of Directors and represents 10% of the Company's
5,510,649 shares outstanding.

Mrs. Beard indicated the Company would commence this buyback upon completion of
the buyback currently in progress. The current buyback was approved by the OTS
on November 5, 1999. That approval was for 290,034 shares of its common stock.
As of January 31, 2000, under the November 5, 1999 approval, the Company has
repurchased 246,800 shares of its common stock at an average price of $9.859.

Northeast Pennsylvania Financial Corp. is the holding company for Abstractors,
Inc., a wholly-owned title insurance agency, Northeast Pennsylvania Trust Co.,
and First Federal Bank, which serves the greater Northeastern and Central
Pennsylvania through thirteen office locations and a loan production office.

Statements contained in this news release, which are not historical facts,
contain forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risk and uncertainties which could cause actual results to differ
materially from those currently anticipated due to a number of factors, which
include, but are not limited to, factors discussed in documents filed by the
Company with the Securities and Exchange Commission from time to time.

                                     ###


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