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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): July 1, 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)
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ITEM 5 OTHER EVENTS.
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Effective July 1, 1994, Dauphin Deposit Corporation (the
"Corporation"), through its wholly-owned bank subsidiary, Dauphin Deposit Bank
and Trust Company ("Dauphin Bank") acquired 100% of the outstanding stock of
Eastern Mortgage Services, Inc. ("EMS"), a closely-held mortgage banking
company headquartered in Trevose, Pennsylvania.
Pursuant to the definitive Stock Purchase Agreement dated May 26,
1994, the outstanding stock of EMS was acquired by Dauphin Bank for a purchase
price of approximately $20,000,000 in cash, subject to post-closing
adjustments. EMS will be operated as a wholly-owned subsidiary of Dauphin
Bank.
A copy of the Corporation's Press Release regarding the consummation
of the acquisition is attached hereto as Exhibit 99 and by this reference
incorporated herein.
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ITEM 7 FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits.
99 Dauphin Deposit Corporation Press Release dated
July 1, 1994.
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: July 1, 1994
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EXHIBIT INDEX
Exhibit
Number Description Page
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99 Press Release, dated July 1, 1994, 5
announcing consummation of acquisition
of Eastern Mortgage Services, Inc. by
Dauphin Deposit Bank and Trust Company
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[LETTERHEAD OF DAUPHIN DEPOSIT BANK APPEARS HERE]
FOR IMMEDIATE RELEASE CONTACT: N. Bruce Pinto
July 1, 1994 Vice President
(717) 255-2066
DAUPHIN DEPOSIT ACQUIRES EASTERN MORTGAGE SERVICES
Harrisburg, PA, July 1, 1994...Dauphin Deposit Bank and Trust Company
completed the previously announced acquisition of Eastern Mortgage Services,
Inc., a closely held mortgage banking company headquartered in Trevose,
Pennsylvania.
Dauphin paid approximately $20 million in cash for all the outstanding
stock of Eastern Mortgage. The price is subject to post closing adjustments.
Marvin Bank, managing director and chief executive officer of Eastern
Mortgage will continue to function in that capacity. Eastern Mortgage
services approximately $635,000,000 of first mortgage loans on residential
property, primarily in the eastern Pennsylvania and New Jersey markets.
Dauphin Deposit Bank and Trust Company, headquartered in Harrisburg, PA,
includes the Reading based Bank of Pennsylvania, the Hanover based Farmers
Bank and the Chambersburg based Valleybank Divisions. The Bank is a
subsidiary of Dauphin Deposit Corporation, the leading independent bank
holding company in Central Pennsylvania.
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