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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): October 24, 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 5.
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ITEM 5 OTHER EVENTS.
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AUTHORIZATION OF STOCK REPURCHASES.
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On October 24, 1994, the Board of Directors of the Corporation
authorized the repurchase of up to 1,000,000 shares of the Corporation's
outstanding common stock. Pursuant to the authorization, appropriate senior
officers of the Corporation may direct the repurchases at times and in amounts
determined by them to be prudent.
The Corporation expects to use available cash to fund the repurchases
and does not anticipate borrowing for this purpose. Repurchases will be made
from time to time on the open market or in privately negotiated transactions.
The shares to be purchased will be used for reissuance in connection with the
Corporation's benefit plans, including but not limited to the Employee Stock
Purchase Plan, Stock Option Plan and such other benefit plans as may hereinafter
be adopted by the Corporation.
The press release announcing the authorization of the share
repurchases is attached hereto as Exhibit 99 and incorporated herein by
reference.
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ITEM 7 FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits.
99 - Press Release, dated October 24, 1994, announcing
authorization of stock repurchases.
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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
Senior Executive Vice President,
Chief Fiscal and Administrative
Officer
Date: November 14, 1994
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EXHIBIT INDEX
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Exhibit No. Page No.
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99 Press Release, dated October 24, 1994, 6
announcing authorization of stock
repurchases
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[LOGO OF DAUPHIN DEPOSIT Dauphin Deposit
CORPORATION APPEARS HERE] Corporation NEWS
213 Market Street
Harrisburg, Pa. 17101
FOR IMMEDIATE RELEASE CONTACT: Dorothy Moser
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October 24, 1994 Public Relations Officer
(717) 255-2376
DAUPHIN DEPOSIT INCREASES CASH DIVIDEND 8.7%;
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AUTHORIZES 1,000,000 SHARE REPURCHASE
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Harrisburg, PA, October 24, 1994...Dauphin Deposit Corporation's board of
directors declared an 8.7% increase in the cash dividend to a new annual rate of
$1.00 per share and authorized the repurchase of up to 1,000,000 shares of the
Corporation's common stock.
The increased quarterly dividend of $.25 per share will be paid on January
13, 1995 to shareholders of record December 23, 1994. The previous dividend
rate was $.23 per share.
Commenting on the dividend increase, William J. King, chairman and chief
executive officer said, "This is the 18th consecutive year Dauphin has declared
an increase in its dividend. The increase represents the board's confidence in
our current market position and the Corporation's future prospects for continued
growth. We are pleased to be able to share our increased profitability with our
shareholders."
Mr. King indicated that available cash would be used to fund the share
repurchases, which will be made from time to time on the open market or in
privately negotiated transactions. He also
(MORE)
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pointed out that 163,000 shares remain from the share repurchase authorization
granted in January, 1994. The shares purchased under the authorization would be
used for general corporate purposes, including the Corporation's Employee Stock
Purchase Plan, Stock Option Plan and other appropriate uses. Currently Dauphin
has 31,848,860 shares outstanding.
Dauphin Deposit Corporation, with $5.0 billion in assets, is headquartered
in Harrisburg, PA, and is the parent company of Dauphin Deposit Bank and Trust
Company, which includes the Bank of Pennsylvania, Farmers Bank and Valleybank
Divisions. Other major subsidiaries of the Corporation are: Hopper Soliday &
Co., Inc., and Eastern Mortgage Services, Inc.
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[LOGO OF DAUPHIN DEPOSIT
CORPORATION APPEARS HERE]
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