<PAGE>
Total number of pages: 7
Exhibit Index located on page 5
-
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 - September 18, 1998
(Date of earliest event reported) - (September 11, 1998)
FULTON FINANCIAL CORPORATION
----------------------------
(Exact Name of Registrant as specified in its charter)
Pennsylvania 0-10587 23-2195389
----------------- ---------- --------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
One Penn Square, P.O. Box 4887, Lancaster, PA 17604
---------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 291-2411
--------------
<PAGE>
Item 2. Acquisition of Assets.
On September 11, 1998, Lafayette Bank ("Lafayette"), a wholly owned
subsidiary of Fulton Financial Corporation ("FFC"), acquired Ambassador Bank of
the Commonwealth ("ABC"). The acquisition was accomplished by merging ABC with
and into Lafayette (the "Merger"). Following the Merger, Lafayette will operate
under the name "Lafayette Ambassador Bank."
The Merger was consummated pursuant to the previously announced Merger
Agreement dated as of January 26, 1998, as amended and restated April 14, 1998
(the "Merger Agreement"), between FFC, Lafayette and ABC. In accordance with
the terms of the Merger Agreement, each of the 1,920,603 issued and outstanding
shares of the $4.00 par value common stock of ABC ("ABC Common Stock") has been
converted into 1.40 shares of the $2.50 par value common stock of FFC ("FFC
Common Stock"). Options and rights to purchase ABC Common Stock were converted
into 409,831 shares of FFC Common Stock. Former stockholders of ABC will
receive cash in lieu of fractional shares of FFC Common Stock at the rate of
$20.63 per share.
Pursuant to General Instruction F to Form 8-K, the Press Release dated
September 11, 1998 announcing the consummation of the Merger attached to this
Current Report as Exhibit 99 is incorporated herein by reference.
2
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The acquisition of ABC does not involve a "significant amount of assets"
under the instructions of Form 8-K and thus the financial statements described
in Item 7(a)(4) of the instructions of Form 8-K are not required to be filed.
(b) Pro Forma Financial Information.
The acquisition of ABC does not involve a "significant amount of assets"
under the instructions of Form 8-K and thus the pro forma financial information
described in Item 7(b)(2) of the instructions of Form 8-K are not required to be
filed.
(c) Exhibits.
Number Title
- ------ -----
*99.1 Merger Agreement dated as of
January 26, 1998, as amended
and
restated April 14, 1998, by and
among Fulton Financial Corporation,
Lafayette Bank and Ambassador Bank
of the Commonwealth and the related
Plan of Merger.
99 Press Release, dated
September 11, 1998
- -------------------------------------------
* Incorporated by reference from the Registration Statement
of Form S-4 (File No. 333-51075) of Fulton Financial
Corporation effective on May 11, 1998.
3
<PAGE>
SIGNATURES
----------
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.
----------------------------------------
Rufus A. Fulton, Jr.
President and Chief Executive Officer
Date: September 18, 1998
4
<PAGE>
EXHIBIT INDEX
Required Exhibits
-----------------
Number Title
- ------ -----
*99.1 Merger Agreement dated as
January 26, 1998, as amended
and
restated April 14, 1998, by and
among Fulton Financial Corporation,
Lafayette Bank and Ambassador Bank
of the Commonwealth and the related
Plan of Merger.
99 Press Release, dated
September 11, 1998
- ------------------------------------------
* Incorporated by reference from the Registration Statement
of Form S-4 (File No. 333-51075) of Fulton Financial
Corporation effective on May 11, 1998.
5
<PAGE>
[LETTERHEAD OF FULTON FINANCIAL CORPORATION APPEARS HERE]
FOR IMMEDIATE RELEASE Contact: Laura J. Wakeley
Phone: 717-291-2831
Fulton Financial completes Ambassador acquisition
(September 14) -- Lancaster, PA -- Fulton Financial Corp. (Nasdaq: FULT)
completed its acquisition of Ambassador Bank of the Commonwealth (Nasdaq: ABPA)
on September 11. Under the terms of the definitive merger agreement, Ambassador
shareholders will receive 1.4 shares of Fulton Financial common stock for each
Ambassador common stock share. Based on the $20.625 per share closing price of
Fulton Financial stock on September 11, the value per share of Ambassador stock
is approximately $28.875.
Ambassador Bank of the Commonwealth, with approximately $280 million in
assets, was based in Allentown and operated 8 community banking offices in
Lehigh and Northampton Counties. As part of the merger, Ambassador Bank and
Lafayette Bank, another Lehigh Valley-based Fulton Financial affiliate, joined
together to become Lafayette Ambassador Bank. This combined bank now operates 21
banking offices in Lehigh and Northampton Counties and has assets of
approximately $750 million.
"Ambassador Bank is a solid addition to the Fulton franchise," said Rufus
A. Fulton, Jr., president and chief executive officer of Fulton Financial
Corporation. "Lafayette Ambassador Bank will now be the third largest bank in
the Lehigh Valley area, a region that continues to thrive."
"The merging of Lafayette Bank and Ambassador Bank will afford us wider
geographic coverage of the Lehigh Valley for the convenience of our customers,"
said Richard J. Ashby, Jr., chairman of Lafayette Ambassador Bank. "Our
increased size enables us to handle loan requests from virtually all Lehigh
Valley companies."
"This merger will be transparent to the customers of Ambassador and
Lafayette Banks. There will be no employee layoffs or branch closings -- in
fact, we will be hiring additional employees and plan to open a new banking
office this fall," said Timothy J. McDonald, president of Lafayette Ambassador
Bank.
- MORE -
<PAGE>
FULTON COMPLETES ACQUISITION 2-2-2
Fulton Financial now has more than $5.7 billion in assets and 147 branches
in Pennsylvania, Maryland, Delaware and New Jersey.
Ambassador Bank shareholders approved the merger at a special meeting on
June 30, and regulatory approvals were received in August.
In addition to Lafayette Ambassador Bank, Fulton Financial operates ten
other banks: Fulton Bank, Lancaster; Lebanon Valley Farmers Bank, Lebanon;
Swineford National Bank, Middleburg; FNB Bank, N.A., Danville; Great Valley
Bank, Reading; Hagerstown Trust, Hagerstown, Maryland; Delaware National Bank,
Georgetown, Delaware; 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.
Additional information on Fulton Financial Corporation is available on the
Internet at www.fult.com.
# # #
1998
