NORTHEAST PENNSYLVANIA FINANCIAL CORP
8-K, 2000-02-23
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 22, 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 22, 2000, Northeast Pennsylvania Financial Corp. (the
"Company"), issued a press release which announced that it had completed its
repurchase of 5% of the Company's outstanding shares and that it would
immediately commence the repurchase of an additional 551,065 of its outstanding
shares.

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

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

      Exhibit 99.1 Press Release dated February 22, 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: February 23, 2000               By: /s/ E. Lee Beard
                                           -------------------------------------
                                           E. Lee Beard
                                           President and Chief Executive Officer



Dated: February 23, 2000               By: /s/ Patrick J. Owens, Jr.
                                           -------------------------------------
                                           Patrick J. Owens, Jr.
                                           Senior Vice President






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EXHIBIT 99.1     PRESS RELEASE




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              [Northeast Pennsylvania Financial Corp. Letterhead]



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

FOR IMMEDIATE RELEASE

DATE:       February 22, 2000
CONTACT:    Patrick J. Owens, Jr.
            Vice President/Treasurer
PHONE:      (570) 459-3722 office
FAX:        (570) 450-6110

NORTHEAST PENNSYLVANIA FINANCIAL CORP. COMPLETES
COMMON STOCK REPURCHASE PROGRAM.

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"), announced that as of February 22,
2000 the Company has completed its repurchase of 209,034 shares of its common
stock at an average cost of $9.83 per share. The stock repurchase program was
previously approved by its Board of Directors to repurchase up to five percent
of the Company's 5,800,683 outstanding shares.

Mrs. Beard indicated the Company would commence immediately the repurchase of an
additional 551,065 of its common stock that was approved by the Office of Thrift
Supervision (OTS) on February 1, 2000. 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.

Northeast Pennsylvania Financial Corp. is the holding company of Abstractors,
Inc., a wholly-


                                  (continued)


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owned title insurance agency, Northeast Pennsylvania Trust Co., and First
Federal Bank, which serves Northeastern and Central Pennsylvania through
thirteen full service office locations and a loan production office.

Statements contained in this news release, which are not historical facts, are
forward- looking statements, as the 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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