<PAGE>
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): January 31, 1994
DAUPHIN DEPOSIT CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-8415 23-1938831
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification Number)
213 Market Street, Harrisburg, Pennsylvania 17105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(717) 255-2121
NOT APPLICABLE
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(Former name or address, if changed, since last report)
Exhibit Index on page 4.
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ITEM 5 OTHER EVENTS.
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Effective January 1, 1994, Valley Bancorp., Inc., a Pennsylvania
corporation and bank holding company ("Valley"), was merged with and into
Dauphin Deposit Corporation ("Dauphin"), under the Articles of Incorporation
of Dauphin and under the title of "Dauphin Deposit Corporation". A Current
Report on Form 8-K disclosing the acquisition was filed with the Securities
and Exchange Commission on January 5, 1994.
The acquisition was accounted for by Dauphin as a pooling of
interests. This method of accounting for business combinations is designed to
present as a single interest two or more common stockholder interests that
previously were independent. One of the required criteria for pooling of
interests accounting is that the parties to the business combination must
share mutually in the combined risks and rights of the transaction. In order
to satisfy this risk sharing criteria of pooling of interests accounting,
Securities and Exchange Commission Accounting Series Release 135 provides that
the risk sharing will have occurred if no affiliate of either party to the
merger transaction sells or otherwise disposes of any common stock received in
the transaction until such time as financial results covering at least 30 days
of post-merger combined operations have been published.
In order to satisfy the risk sharing criteria, and thereby allow
affiliates of either party to the transaction to sell or otherwise dispose of
Dauphin common stock acquired in the merger, provided that such sale or
disposition complies with SEC Rules 145 and 144 regarding resales of common
stock acquired in a business combination, Dauphin hereby publishes its
Consolidated Balance Sheet and Consolidated Statement of Income for the 30 day
periods ended January 31, 1994 and January 31, 1993, respectively. These
unaudited financial statements are attached to this Current Report as
Exhibits 99(a) and 99(b) and by this reference incorporated herein. Such
financial statements reflect the required 30 days of post-merger combined
operations as required by SEC Accounting Series Release 135.
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ITEM 7 FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits.
99(a) - Dauphin Deposit Corporation
Unaudited Consolidated Balance Sheet
for the 30 day periods ended January
31, 1994 and January 31, 1993.
99(b) - Dauphin Deposit Corporation
Unaudited Consolidated Statement of
Income for the 30 day periods ended
January 31, 1994 and January 31,
1993.
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.
DAUPHIN DEPOSIT CORPORATION
By: /s/ Dennis L. Dinger
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Dennis L. Dinger
Executive Vice President and
Chief Financial Officer
Date: February 23, 1994
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Page No.
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<S> <C> <C>
99(a) Dauphin Deposit Corporation Unaudited 5
Consolidated Balance Sheet for the 30
day periods ending January 31, 1994 and
January 31, 1993.
99(b) Dauphin Deposit Corporation Unaudited 6
Consolidated Statement of Income for the
30 day periods ended January 31, 1994 and
January 31, 1993.
</TABLE>
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<PAGE>
DAUPHIN DEPOSIT CORPORATION
CONSOLIDATED BALANCE SHEET
January 31, 1994 and 1993
(UNAUDITED)
(thousands)
<TABLE>
<CAPTION>
1994 1993 1994 1993
------------------------- ------------------------
ASSETS LIABILITIES
- ------ -----------
<S> <C> <C> <C> <C> <C>
Cash And Due From Banks $201,841 $174,886 Deposits
----------- ----------- Non-Interest Bearing $468,861 $404,314
Short-Term Investments Interest Bearing 3,107,256 3,187,996
Interest Bearing Deposits With Banks 3,778 6,917 ----------- -----------
Federal Funds Sold 0 4,850
Other Short-Term Investments 0 0 Total Deposits 3,576,117 3,592,310
----------- ----------- ----------- -----------
Total Short-Term Investments 3,778 11,767 Short-Term Borrowings
----------- ----------- Federal Funds Purchased & Securities
Sold Under Agreements To Repurchase 673,866 542,638
Investment Securities U.S. Treasury Tax And Loan Notes 51,735 52,597
U.S. Treasury Securities 262,476 301,424 ----------- -----------
Oblig. Of Other U.S. Gov't Agencies 1,318,137 1,199,131
Oblig. Of States & Pol. Subdivisions 436,757 369,597 Total Short-Term Borrowings 725,601 595,235
Other Securities 109,614 182,533 ----------- -----------
----------- -----------
Long-Term Debt 92,447 92,582
Total Investment Securities 2,126,984 2,052,685
----------- ----------- Accrued Expenses And Taxes 57,583 41,105
Assets Held for Sale 10,694 21,666 Dividends Payable 7,477 5,955
----------- ----------- ----------- -----------
Loans (Net Of Unearned Income) 2,545,947 2,402,181 Total Liabilities 4,459,225 4,327,187
Allowance For Loan Losses 39,925 37,049 ----------- -----------
----------- ----------- STOCKHOLDERS' EQUITY
--------------------
Total Net Loans 2,506,022 2,365,132
----------- ----------- Preferred Stock
Common Stock 163,208 163,205
Bank Premises And Equipment 63,962 68,143 Surplus 10,528 10,809
Retained Earnings 332,731 291,935
Retained Earnings-Investment Valuation 40,600 0
Accrued Interest Receivable 37,499 42,417 Treasury Stock, At Cost (2,112) (3,790)
----------- -----------
Other Assets 53,400 52,650 Total Stockholders' Equity 544,955 462,159
----------- ----------- ----------- -----------
Total Assets $5,004,180 $4,789,346 Total Liab. & Stockholders' Equity $5,004,180 $4,789,346
=========== =========== =========== ===========
</TABLE>
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<PAGE>
DAUPHIN DEPOSIT CORPORATION
CONSOLIDATED STATEMENT OF INCOME
January 1 to January 31
(UNAUDITED)
(thousands)
<TABLE>
<CAPTION>
1994 1993
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January January
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<S> <C> <C>
Interest Income
Interest And Fees On Loans $16,056 $16,443
Interest And Dividends On Investment Sec.
Taxable 8,408 9,450
Exempt From Federal Income Taxes 2,032 1,935
Interest On Deposits 36 13
Interest On Assets Held for Sale 62 82
Other Interest Income 0 46
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Total Interest Income 26,594 27,969
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Interest Expense
Interest On Deposits
Savings Deposits 3,264 3,999
Time Deposits 6,273 7,424
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9,537 11,423
Interest On Short-Term Borrowing 1,809 1,373
Interest On Long-Term Borrowing 565 567
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Total Interest Expense 11,911 13,363
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Net Interest Income 14,683 14,606
Provision For Loan Losses 704 807
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Net Int Inc After Prov. For Loan Losses 13,979 13,799
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Non-Interest Income
Fiduciary Activities 1,347 1,329
Service Charges On Deposit Accounts 954 1,027
Other Service Charges And Fees 925 792
Broker/dealer Commissions And Fees 585 446
Securities Gains (Losses) 360 7
Other 331 543
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4,502 4,144
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Non-Interest Expense
Salaries And Employee Benefits 5,613 5,412
Net Occupancy Expense 745 652
Furniture And Equipment Expense 850 791
Deposit Insurance 665 688
Other 3,014 2,893
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10,887 10,436
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Income Before Income Taxes 7,594 7,507
Income Tax Expense (Benefit) 1,844 1,809
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Net Income $5,750 $5,698
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Earnings Per Share $0.18 $0.17
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</TABLE>
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