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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): May 26, 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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Dauphin Deposit Corporation (the "Corporation"), through its wholly-
owned bank subsidiary, Dauphin Deposit Bank and Trust Company ("Dauphin Bank")
has agreed to acquire 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 will be acquired by Dauphin Bank for a
purchase price of approximately $20,000,000 in cash, subject to closing
valuations and adjustments. Thereafter, EMS will be operated as a wholly-
owned subsidiary of Dauphin Bank. The acquisition is expected to close in
early July, 1994, pending various state and regulatory approvals.
A copy of the Corporation's Press Release regarding 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
May 26, 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: May 31, 1994
54964
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EXHIBIT INDEX
Exhibit
Number Description Page
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99 Press Release, dated May 26, 1994, 5
announcing execution of Stock
Purchase Agreement to acquire
mortgage company
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[LOGO OF DAUPHIN DEPOSIT APPEARS HERE]
Dauphin Deposit NEWS
Corporation
213 Market Street
Harrisburg, Pa. 17101
FOR IMMEDIATE RELEASE CONTACT: N. Bruce Pinto
May 26, 1994 Vice President
(717) 255-2066
DAUPHIN DEPOSIT TO ACQUIRE EASTERN MORTGAGE SERVICES
Harrisburg, PA, May 26, 1994...Dauphin Deposit Corporation announced
today that it will acquire all of the stock of Eastern Mortgage Services, Inc.
(EMS), a closely held mortgage banking company headquartered in Trevose,
Pennsylvania.
According to the definitive agreement, Dauphin will pay approximately $20
million in cash for EMS, subject to closing valuations and adjustments. The
transaction is expected to close in early July, pending various state and
regulatory approvals as well as approvals by investors for whom EMS services
approximately $687,000,000 of first mortgage loans on residential property.
EMS does no commercial mortgage lending.
EMS, primarily serving the eastern Pennsylvania and New Jersey markets,
originated $917,000,000 of first mortgages in 1993, of which 65% were
purchase money mortgages. Its servicing portfolio grew by 73% last year.
Marvin Bank, managing director and chief executive officer of EMS and one of
EMS' significant
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shareholders, will continue in the position of CEO of EMS after the
acquisition.
Mr. William J. King, chairman and chief executive officer of Dauphin,
said, "We are pleased to add this quality mortgage banking company as Dauphin
continues to grow and expand. EMS will strengthen and strategically broaden
Dauphin's mortgage operations, primarily into new markets contiguous to our
trading area. EMS is in the right geography and a good size for us. We see
many synergies from this combination, among them: investment opportunities in
mortgages, an expanded geographic market area, lower cost of financing for EMS
and improved information systems technologies."
Mr. Bank said, "We are excited by the opportunities that the new capital
and technologies will bring to EMS. We believe this will enable us to expand
our market share and our servicing portfolio. We also feel that this
combination will allow us to broaden our product offering and market
penetration while improving service to the Dauphin customer base."
Dauphin Deposit Corporation, headquartered in Harrisburg, PA, is the
leading independent bank holding company in Central Pennsylvania and is the
parent company of Dauphin Deposit Bank and Trust Company, which includes the
Bank of Pennsylvania and Valleybank Divisions, and Farmers Bank and Trust
Company of Hanover. Other subsidiaries of Dauphin are: Hopper Soliday &
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Co., Inc.; Dauphin Life Insurance Company; Dauphin Investment Company; Farmers
Mortgage Corporation; Farmers Maryland, Inc.; Financial Realty, Inc.; and
FARMCO Realty, Inc.
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