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Total number of pages: RLG/258345/031196
Exhibit Index located on page 5
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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 and Exchange Act of 1934
Date of Report - February 29, 1996
(Date of earliest event reported) - (February 29, 1996)
FULTON FINANCIAL CORPORATION
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(Exact Name of Registrant as specified in its charter)
Pennsylvania 0-10587 23-2195389
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
One Penn Square, P.O. Box 4887, Lancaster, PA 17604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 291-2411
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ITEM 2. ACQUISITION OF ASSETS.
On February 29, 1996, Fulton Financial Corporation ("FFC") acquired
Gloucester County Bankshares, Inc. ("GCB"), a bank holding company headquartered
in Woodbury, NJ. The acquisition was accomplished by merging GCB with and into
FFC (the "Merger"). By virtue of this acquisition, FFC became the parent
holding company of The Bank of Gloucester County ("TBGC") which is an FDIC-
insured New Jersey bank with six offices and total assets of about $202 million.
TBGC is FFC's ninth subsidiary bank and the third subsidiary bank located
outside of Pennsylvania. The Merger increases FFC's assets to approximately
$3.5 billion and also increases to 111 the number of banking offices operated by
FFC's subsidiary banks.
The Merger was consummated pursuant to the previously-announced Merger
Agreement dated as of October 25, 1995 (the "Merger Agreement"), between FFC and
GCB. In accordance with the terms of the Merger Agreement, each of the
1,032,901 issued and outstanding shares of the $5.00 par value common stock of
GCB has been converted into 1.58 shares of the $2.50 par value common stock of
FFC ("FFC Common Stock"). Former stockholders of GCB will receive cash in lieu
of fractional shares of FFC Common Stock at the rate of $21.50 per share. GCB
has certain options to purchase its common stock outstanding, which options have
been converted to options to acquire FFC's Common Stock pursuant to the Merger
Agreement.
Pursuant to General Instruction F to Form 8-K, the Press Release dated
February 29, 1996 announcing the consummation of the Merger attached to this
Current Report as Exhibit 1 is hereby incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The acquisition of GCB by FFC does not involve a "significant amount of
assets" under the instructions of Form 8-K and thus no financial statements of
GCB are required to be filed as part of this Report.
(b) PRO FORMA FINANCIAL INFORMATION.
The acquisition of GCB by FFC does not involve a "significant amount of
assets" under the instructions of Form 8-K and thus no pro forma financial
information with respect to GCB is required to be filed as part of this Report.
(c) EXHIBITS.
Pursuant to Item 7(c) of Form 8-K, FFC hereby files the following required
exhibits in accordance with Item 601 of Regulation S-K:
Number Title
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* 2 Merger Agreement dated as of October 25, 1995 between Fulton
Financial Corporation and Gloucester County Bankshares, Inc.
99 Press Release dated February 29, 1996
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* Previously filed as an exhibit to the Current Report on Form 8-K dated
November 3, 1995.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, Fulton
Financial Corporation has caused this Report to be signed on its behalf by the
undersigned hereunto fully authorized.
FULTON FINANCIAL CORPORATION
By: \s\ James K. Sperry
James K. Sperry
Executive Vice President
Date: February 29, 1996
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EXHIBIT INDEX
REQUIRED EXHIBITS
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Number Title Page (in accordance with
- ------ -----
sequential numbering system)
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* 2 Merger Agreement dated as of October 25,
1995 between Fulton Financial
Corporation and Gloucester County
Bankshares, Inc.
99 Press Release dated February 29, 1996 6-7
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* Previously filed as an exhibit to the Current Report on Form 8-K dated
November 3, 1995.
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FOR IMMEDIATE RELEASE contact: Timothy E. Doherty
Full text available on PR NEWSWIRE phone: 717-291-2616
February 29, 1996
FULTON FINANCIAL COMPLETES GLOUCESTER COUNTY BANKSHARES ACQUISITION
WOODBURY, N.J. - Fulton Financial Corp. (Nasdaq: FULT) today (Feb. 29)
completed its acquisition of Gloucester County Bankshares, Inc. and Gloucester's
wholly-owned subsidiary, The Bank of Gloucester County, in an approximately
$35.1 million stock transaction.
Under terms of a definitive Oct. 25, 1995 merger agreement, Gloucester
shareholders will receive 1.58 shares of Fulton Financial common stock for each
Gloucester common stock share.
Gloucester had 1,032,901 shares of stock outstanding at the time of the
transaction.
The Bank of Gloucester County, with approximately $202 million in assets
and 6 offices in Gloucester County, thus becomes Lancaster, Pa.-based Fulton
Financial's ninth independent banking subsidiary.
Fulton Financial now has $3.5 billion in assets and 111 branches in
Pennsylvania, Maryland, Delaware and New Jersey.
(MORE)
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FULTON COMPLETES ACQUISITION 2-2-2-2
Gloucester shareholders approved the merger at a special Jan. 30 meeting,
and regulatory approvals were received in December and January.
In addition to The Bank of Gloucester County, Fulton Financial operates
eight other affiliates: Fulton Bank, Lancaster; Farmers Trust Bank, Lebanon;
Swineford National Bank, Middleburg; Lafayette Bank, Easton; FNB Bank, N.A.,
Danville; Great Valley Savings Bank, Reading; Hagerstown Trust Company,
Hagerstown, Md.; and Delaware National Bank, Georgetown, Del.
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