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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) January 1, 1994
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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 (Commission IRS Employer Ident.
of incorporation) File Number) No.)
213 Market Street, Harrisburg, Pennsylvania 17101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 255-2121
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. Other Items.
On January 1, 1994 (the "Effective Date"), 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"
(the "Merger"). As a result of the Merger, all properties and all assets of
every kind held by Valley on the Effective Date became properties and assets of
Dauphin, and Dauphin became liable for all the debts, liabilities and other
obligations of Valley. The Merger was approved by the shareholders of Valley at
a special shareholders meeting held on October 21, 1993.
Pursuant to the Agreement and Plan of Merger dated June 16, 1993
(the "Plan of Merger"), by and between Valley and Dauphin, each issued and
outstanding share of Valley Common Stock was converted into 2.1401 shares of
Dauphin common stock, par value $5.00 per share ("Dauphin Common Stock"), and
cash in lieu of fractional shares of Dauphin Common Stock.
The Plan of Merger provided that the conversion factor was to be
adjusted based on the formula set forth in the Plan of Merger reflecting any
changes in the Market Value Per Share of Dauphin (as defined in the Plan of
Merger) as of the fifth trading day preceding the Effective Date of the Merger,
provided, however, that in no event was the conversion factor under the formula
to be less than 2.1401 shares of Dauphin Common Stock for each share of Valley
common stock converted in the Merger. The Market Value Per Share of Dauphin was
defined as the average of the closing sale prices of Dauphin Common Stock as
reported by the National Association of Securities Dealers Automated Quotation
System for the fifteen (15) consecutive trading days ending on and including the
date as of which the Market Value Per Share was to be calculated. As of
December 27, 1993, the fifth trading day preceding the Effective Date, the
Market Value Per Share of Dauphin was $26.03.
As of the Effective Date, there were 1,236,480 shares of Valley
Common Stock issued and outstanding, including 21,000 shares owned by Dauphin.
As a result of the Merger, outstanding Valley shares (other than those owned by
Dauphin, which were canceled) were converted into approximately 2,600,643 shares
of Dauphin Common Stock, plus cash in the approximate aggregate amount of
$15,767 in lieu of fractional share interests. On December 31, 1993, the last
trading day before the Merger, the closing sale price of Dauphin Common Stock
in the NASDAQ National Market System was $25.25. Thus, the total consideration
paid by Dauphin to the holders of Valley Common Stock in dollar equivalent terms
was approximately $65.7 million as of the Effective Date. The equivalent per
share price of Valley Common Stock calculated by multiplying 2.1401 (the
conversion factor in the Merger) by the closing sale price for Dauphin Common
Stock on December 31, 1993 was approximately $54.04.
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Simultaneously with the Merger of Valley into Dauphin, Valley Bank and
Trust Company ("Valley Bank"), a subsidiary of Valley and a Pennsylvania
chartered bank, was merged (the "Bank Merger") with and into Dauphin Deposit
Bank and Trust Company ("Dauphin Bank"), Dauphin's principal bank subsidiary,
with Dauphin Bank being the surviving corporation. The Bank Merger was
consummated pursuant to an Agreement of Merger of Valley Bank and Dauphin Bank
dated June 16, 1993. Valley Bank's offices will be operated after the Effective
Date as the Valleybank Division of Dauphin Deposit Bank.
ITEM 7. Financial Statements and Exhibits
EXHIBITS
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2 Agreement and Plan of Merger dated as of June 16, 1993
(incorporated by reference to Exhibit 2 to Amendment No. 1
to Dauphin's S-4 Registration Statement No. 33-67089 filed on
September 14, 1993)
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SIGNATURE
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, hereto duly authorized.
DAUPHIN DEPOSIT CORPORATION
By: /s/ Dennis L. Dinger
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Dennis L. Dinger
Executive Vice President
and Chief Financial Officer
Dated January 4, 1994
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