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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 - March 31, 1998
(Date of earliest event reported) - (March 27, 1998)
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 March 27, 1998, Fulton Financial Corporation ("FFC") acquired Keystone
Heritage Group, Inc. ("KHG"), a bank holding company headquartered in Lebanon,
Pennsylvania. The acquisition was accomplished by merging KHG with and into FFC
(the "KHG/FFC Merger"). By virtue of this acquisition, FFC became the parent
holding company of Lebanon Valley National Bank ("LVNB"), a national banking
association. Simultaneously with the effectiveness of the KHG/FFC Merger, LVNB
was merged with and into Farmers Trust Bank ("Farmers"), a wholly-owned
subsidiary of FFC (the "Farmers/LVNB Merger"). Farmers survived the Farmers/LVNB
Merger and changed its name to "Lebanon Valley Farmers Bank" ("LVFB"). LVFB
closed or consolidated certain branches of LVNB and Farmers immediately
following the Farmers/LVNB Merger. LVNB then transferred its branches in Dauphin
and Lancaster Counties and associated deposits and loans to Fulton Bank, also a
subsidiary of FFC.
The KHG/FFC Merger was consummated pursuant to the previously-announced
Merger Agreement dated as of August 15, 1997 (the "Merger Agreement"), between
FFC and KHG. In accordance with the terms of the Merger Agreement, each of the
issued and outstanding shares of the $5.00 par value common stock of KHG has
been converted into 1.83 shares of the $2.50 par value common stock of FFC ("FFC
Common Stock"). Former stockholders of KHG will receive cash in lieu of
fractional shares of FFC Common Stock at the rate of $32.50 per share.
Pursuant to General Instruction F to Form 8-K, the Press Release dated
March 27, 1998 announcing the consummation of the Merger attached to this
Current Report as Exhibit 99.1 is 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 report, not later than June 12, 1998.
(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 June 12, 1998.
(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 August 15, 1997 as between
Fulton Financial Corporation and Keystone Heritage
Group, Inc.
99.1 Press Release dated March 30, 1998
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* Previously filed as an exhibit to the Current Report on Form 8-K dated
August 28, 1997.
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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 and Chief Executive Officer
Date: April 6, 1998
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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 August 15, 1997
between Fulton Financial
Corporation and Keystone
Heritage Group, Inc.
99.1 Press Release dated 6 - 7
March 30, 1998
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* Previously filed as an exhibit to the Current Report on Form 8-K dated
August 28, 1997.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Laura J. Wakeley
Phone: 717-291-2831
Fulton Financial completes Keystone Heritage acquisition
(March 30) -- Lancaster, PA -- Fulton Financial Corp. (Nasdaq:FULT)
completed its acquisition of Keystone Heritage Group, Inc., a bank holding
company whose sole banking subsidiary was Lebanon Valley National Bank on
Friday, March 27. Under the terms of the definitive merger agreement, Keystone
Heritage shareholders will receive 1.83 shares of Fulton Financial common stock
for each Keystone Heritage common stock share. Based on the $32.81 per share
closing price of Fulton Financial on March 27, the value per share of Keystone
Heritage is approximately $60.00.
Keystone Heritage, with approximately $640 million in assets, was based in
Lebanon and operated community banking offices in Lebanon, Lancaster, Dauphin,
Berks and Schuylkill counties through Lebanon Valley National Bank. As part of
the merger, Lebanon Valley National Bank and Farmers Trust Bank, another
Lebanon-based Fulton Financial affiliate, joined together to become Lebanon
Valley Farmers Bank. This combined bank will operate 16 banking offices (14
branches in Lebanon County; one in Womelsdorf, Berks County; and one in Pine
Grove, Schuylkill County) and will have assets of more than $650 million. Seven
former
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FULTON COMPLETES ACQUISITION 2-2-2
PAGE 2 . . . FULTON FINANCIAL ACQUIRES LEBANON VALLEY NATIONAL BANK
Lebanon Valley National Bank branches in Dauphin and Lancaster Counties will
become part of Fulton Bank.
Fulton Financial now has more than $5.0 billion in assets and 139 branches
in Pennsylvania, Maryland, Delaware and New Jersey.
Keystone Heritage shareholders approved the merger at a special meeting on
February 17, and regulatory approvals were received shortly thereafter.
In addition to Lebanon Valley Farmers Bank, Fulton Financial operates ten
other banks: Fulton Bank, Lancaster; Swineford National Bank, Middleburg;
Lafayette Bank, Easton; FNB Bank, N.A., Danville; Great Valley Bank, Reading;
Hagerstown Trust, Hagerstown, Md.; Delaware National Bank, Georgetown, Del.; The
Bank of Gloucester County, Woodbury, New Jersey; The Woodstown National Bank &
Trust Company, Woodstown, New Jersey; and The Peoples Bank of Elkton, Elkton,
Maryland.
Fulton has signed a definitive agreement to acquire Ambassador Bank of the
Commonwealth, based in Allentown, with assets of approximately $275 million.
This merger is expected to close during the third quarter of 1998.
Additional information on Fulton Financial Corporation is available on the
Internet at www.fult.com.
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1998
