STEELTON BANCORP INC
8-K, 2000-02-25
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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 17, 2000


                             STEELTON BANCORP, INC.
                   -------------------------------------------
               (Exact name of Registrant as Specified in Charter)



          Pennsylvania               0-26499           25-1830745
- ----------------------------- --------------------- ----------------------
(State or Other Jurisdiction  (Commission File No.) (IRS Employer Identification
     of Incorporation)                              Identification Number)


51 South Front Street, Steelton, PA                           17113
- ------------------------------------------                  ---------
(Address of Principal Executive Offices)                    (Zip Code)


Registrant's telephone number, including area code:     (717) 939-1966
                                                        --------------


                                 Not Applicable
         --------------------------------------------------------------
          (Former name or former address, if changed since last Report)





                                       -1-

<PAGE>



                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------


Item 5.  Other Events
- -------  ------------

         On February  17, 2000,  the  Registrant  announced  that it intended to
initiate a repurchase  of up to 5%, or 19,250 shares of its  outstanding  common
stock.  On February  23,  2000,  the  Registrant  announced  that it intended to
initiate  an  additional  repurchase  of up to  4%,  or  14,500  shares  of  its
outstanding  common stock to fund the restricted  stock plan of the Registrant's
wholly-owned  subsidiary,  Mechanics Savings Bank. The Registrant announced that
both  repurchase  programs would be achieved  through open market  transactions,
subject to the availability of stock, market conditions the trading price of the
stock and the Company's financial performance.  The 4% repurchase is expected to
be completed by June 30, 2000 and the 5% repurchase by July 8, 2000.

         For further  details,  reference  is made to the Press  Releases  dated
February 17, 2000 and February  23, 2000,  which are attached  hereto as Exhibit
99.1 and 99.2 and which are incorporated herein by this reference.


Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits
         -----------------------------------------------------


Exhibit 99.1 -- Press Release  dated  February 17, 2000.
- ------------

Exhibit 99.2 -- Press Release dated February 23, 2000.
- ------------






                                       -2-

<PAGE>



                                   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, thereunto duly authorized.


                                         STEELTON BANCORP, INC.


Date: February 25, 2000             By:  /s/Harold E. Stremmel
                                         ---------------------------------------
                                         Harold E. Stremmel
                                         President and Chief Executive Officer





                                       -3-



                                  EXHIBIT 99.1

<PAGE>


                                  PRESS RELEASE




                                     Contact:          James S. Nelson
                                                       Senior Vice President
                                                       Steelton Bancorp, Inc.
                                                       (717) 939-1966


Steelton Bancorp, Inc.
Mechanics Savings Bank
51 S. Front Street
Steelton, PA  17113

OTC Electronic Bulletin Board "SELO"


                              FOR IMMEDIATE RELEASE
                              ---------------------


Stock Repurchase Plan
- ---------------------

Steelton,  Pennsylvania  - February  17, 2000 - Harold  Stremmel,  President  of
Steelton Bancorp, Inc., Steelton, Pennsylvania, the holding company of Mechanics
Savings  Bank,  today  announced  its intention to repurchase up to 5% or 19,250
shares of the  company's  common  stock.  The  repurchases  will be made in open
market  transactions,  subject to availability of stock, market conditions,  the
trading  price  of the  stock  and  the  Company's  financial  performance.  The
repurchase  plan will mitigate some of the potentially  dilutive  effects of the
Company's stock benefit plans and would also be available for general  corporate
use. The repurchase is expected to be completed by July 8, 2000.


For further information contact:
James S. Nelson, Investor Relations Officer


<TABLE>
<CAPTION>
<S>                    <C>             <C>                             <C>                  <C>
51 South Front Street * P.O. Box 7614 * Steelton, Pennsylvania  17113 * Phone 717-939-1966 * FAX 717-939-2629
</TABLE>






                                  EXHIBIT 99.2

<PAGE>

                                  PRESS RELEASE


                                          Contact:       James S. Nelson
                                                         Senior Vice President
                                                         Steelton Bancorp, Inc.
                                                         (717) 939-1966


Steelton Bancorp, Inc.
Mechanics Savings Bank
51 S. Front Street
Steelton, PA  17113

OTC Electronic Bulletin Board "SELO"


                              FOR IMMEDIATE RELEASE
                              ---------------------


Restricted Stock Plan
- ---------------------
Stock Repurchase
- ----------------

Steelton,  Pennsylvania - February 23, 2000 - Steelton Bancorp,  Inc., Steelton,
Pennsylvania, the holding company of Mechanics Savings Bank, today announced its
intention to repurchase up to 4% or 15,400 shares of the company's common stock.
These  purchases  are in addition to the  previously  announced 5% repurchase of
shares.  These repurchases will be made to fund the Bank's restricted stock plan
for plan awards to its officers and  directors.  The  purchases  will be made in
open market  transactions,  subject to availability of stock, market conditions,
trading  price  of the  stock  and  the  Company's  financial  performance.  The
repurchases  will  mitigate  some of the  potentially  dilutive  effects  of the
Company's  stock benefit  plans.  The  repurchase is expected to be completed by
June 30, 2000.

For further information contact:
James S. Nelson, Investor Relations Officer




<TABLE>
<CAPTION>
<S>                    <C>             <C>                             <C>                  <C>
51 South Front Street * P.O. Box 7614 * Steelton, Pennsylvania  17113 * Phone 717-939-1966 * FAX 717-939-2629
</TABLE>



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