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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 28, 1997
(Date of earliest event reported) - (February 28, 1997)
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 28, 1997, Fulton Financial Corporation ("FFC") acquired The
Woodstown National Bank & Trust Company ("WNB"), a national banking association
headquartered in Woodstown, NJ. The acquisition was accomplished by merging WNB
with and into WNB Interim National Bank ("Interim"), a national banking
association organized by FFC to accomplish the merger (the "Merger"). Interim
survived the merger and will operate as a wholly-owned subsidiary of FFC under
the name "The Woodstown National Bank & Trust Company" ("The Surviving Bank").
The Surviving Bank has six offices and total consolidated assets of about $258
million. WNB New is FFC's tenth subsidiary bank and the fourth subsidiary bank
located outside of Pennsylvania. The Merger increases FFC's assets to
approximately $4.0 billion and also increases to 117 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 September 30, 1996, as amended and restated as of
November 1, 1996 (the "Merger Agreement"), between FFC, WNB, and Interim. The
execution of the Merger Agreement was reported in a Current Report on Form 8-K
filed on October 7, 1996. In accordance with the terms of the Merger Agreement,
each of the 1,800,000 issued and outstanding shares of the $0.22 par value
common stock of WNB has been converted into 1.60 shares of the $2.50 par value
common stock of FFC ("FFC Common Stock"). Former stockholders of WNB will
receive cash in lieu of fractional shares of FFC Common Stock at the rate of
$24.25 per share.
Pursuant to General Instruction F to Form 8-K, the Press Release dated
February 28, 1997 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.
It is not currently practicable to provide the financial statements
required by Item 7(a) of Form 8-K. Such financial statements will be filed,
under cover of a Form 8-K/A amendment to this report, not later than May 14,
1997.
(b) Pro Forma Financial Information.
It is not currently practicable to provide the pro forma financial
information required by Item 7(b) of Form 8-K. Such pro forma financial
information will be filed, under cover of a Form 8-K/A amendment to this report,
not later than May 14, 1997.
(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:
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Number Title
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*2 Merger Agreement dated as of September 30, 1996, as
amended and restated as of November 1, 1996, between
Fulton Financial Corporation and The Woodstown National
Bank & Trust Company.
99 Press Release dated February 28, 1997.
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* Incorporated by reference to Exhibit A to the Registration Statement on Form
S-4 (File No. 333-17329) declared effective on December 13, 1996.
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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/ Rufus A. Fulton, Jr.
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Rufus A. Fulton, Jr.,
President & Chief Executive Officer
Date: February 28, 1997
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EXHIBIT INDEX
Required Exhibits
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Page (in accordance with
Number Title sequential numbering system)
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/*/2 Merger Agreement dated as of
September 1, 1996, as amended
and restated as of November 1,
1996, between Fulton Financial
Corporation and The Woodstown
National Bank & Trust Company.
99 Press Release dated February 28, 6
1997.
/*/ Incorporated by reference to Exhibit A to the Registration Statement on
Form S-4 (File No. 333-17329) declared effective on December 13, 1996.
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FOR IMMEDIATE RELEASE contact: John M. DiRico
Full text available on PR NEWSWIRE phone: 717-291-2640
February 28, 1997
Fulton Financial completes Woodstown National acquisition
Woodstown, N.J. - Fulton Financial Corp. (Nasdaq: FULT) today (Feb.
28) completed its acquisition of The Woodstown National Bank & Trust Company in
an approximately $72 million transaction.
Under terms of a definitive (September 30) merger agreement, Woodstown
shareholders will receive 1.6 shares of Fulton Financial common stock for each
Woodstown National common stock share.
Woodstown National had 1,800,000 shares of stock outstanding at the
time of the transaction.
The Woodstown National Bank & Trust Company, with $258 million in
assets as of year end and 6 offices in Salem and Gloucester Counties, New
Jersey, thus becomes Lancaster, Pa.-based Fulton Financial's tenth banking
affiliate.
Fulton Financial now has more than $4.0 billion in assets and 117
branches in Pennsylvania, Maryland, Delaware and New Jersey.
Woodstown shareholders approved the merger at a special Jan. 22
meeting, and regulatory approvals were received shortly thereafter.
In addition to Woodstown National Bank & Trust Company, Fulton
Financial operates nine other affiliate banks: 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.;
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FULTON COMPLETES ACQUISITION 2-2-2
Delaware National Bank, Georgetown, Del.; and The Bank of Gloucester County,
Woodbury, New Jersey.
