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As Filed With The Securities And Exchange Commission
December 28, 2000
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
| | Definitive Proxy Statement
| | Definitive Additional Materials
|X| Soliciting Material Pursuant to (S)240.14a-12
Drovers Bancshares Corporation
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(Name of Registrant as Specified in Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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FOR IMMEDIATE RELEASE Drovers Bancshares Contact: John D. Blecher
Office: (717) 771-4241
Fulton Financial Contact: David C. Hostetter
OFFICE: (717) 291-2456
Drovers Bancshares Corporation to Merge
With Fulton Financial Corporation
(December 27) - York, Pa. - Drovers Bancshares Corporation (NASDAQ: DROV),
parent company of The Drovers & Mechanics Bank, based in York, Pennsylvania, has
signed a definitive agreement to merge with Fulton Financial Corporation
(NASDAQ: FULT) based in Lancaster, Pennsylvania.
The merger announcement was made jointly today by A. Richard Pugh,
chairman, president and chief executive officer of Drovers Bancshares
Corporation and Rufus A. Fulton, Jr., chairman, president and chief executive
officer of Fulton Financial Corporation.
Pugh said that Drovers' affiliation with Fulton Financial "is a very
positive step for our customers, shareholders, associates and communities
because of our mutual belief that local bankers are best qualified to make the
right decisions in the markets where they live and work. In addition, our
respective product lines and ways of doing business are compatible. Fulton
Financial's proven successful business model, which places people and
relationships first, is one we regard highly. Our combined ability to increase
banking value and convenience for our customers living and working on both sides
of the river make this a perfect fit geographically."
"We are very pleased and excited about this merger," said Fulton. "Drovers
is an organization we have always admired because of its consistent history of
growth, earnings and asset quality as well as its strong market share in York
County."
Fulton Financial will acquire all issued and outstanding shares of common
stock of Drovers Bancshares. According to the merger agreement, each share of
Drovers common stock outstanding at the time of the merger will be exchanged for
1.24 shares of Fulton Financial common stock, subject to adjustment. Based on
the $22.94 per share closing price of Fulton
<PAGE>
Financial stock on December 26, the transaction is valued at approximately
$144.4 million. As of December 27, 2000, Drovers Bancshares has approximately
5.1 million shares of common stock outstanding. The acquisition is expected to
be accounted for on a pooling of interest basis.
The price represents a multiple of 2.7 times Drovers Bancshares book value
as of September 30, 2000. The price equates to 16.5 times projected 2001earnings
before expected operating efficiencies and revenue enhancements, and to 26.1
times trailing 12-month earnings which were adversely affected by a significant
loan loss provision related to a single large credit relationship. The merger is
not expected to be dilutive to earnings. The merger is subject to approval by
bank regulatory authorities and Drovers Bancshares shareholders. It is expected
to close during the third quarter of 2001. Fulton Financial Corporation expects
to incur merger related charges of approximately $5 million. Drovers has granted
Fulton Financial an option to purchase 19.9% of its common shares under certain
conditions.
Upon completion of the merger of Drovers Bancshares into Fulton Financial,
Fulton Financial intends to merge Drovers Bank into Fulton Bank and Drovers'
former offices will be operated as "Drovers Bank, a division of Fulton Bank".
Mr. Pugh will remain as chairman, president and chief executive officer of the
newly created Drovers Bank division. Additionally, two members of the Drovers
Bancshares Board of Directors will become members of the Fulton Financial
Corporation Board and three members of the Drovers Bancshares Corporation Board
will become members of the Fulton Bank Board of Directors. All current Drovers
Bancshares Directors will comprise a newly created regional board for the
Drovers Bank division.
Drovers Bancshares, with approximately $755 million in assets, is based in
York and operates 16 community banking offices in York County, one community
banking office in Frederick County, Maryland, and a loan production office in
Cumberland County, Pennsylvania.
Fulton Financial Corporation operates 160 offices in Pennsylvania,
Maryland, Delaware and New Jersey through the following banking affiliates:
Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford
National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank,
N.A., Danville, PA; Hagerstown Trust Company, Hagerstown, MD; Delaware National
Bank, Georgetown, DE; The Bank of Gloucester County,
<PAGE>
Woodbury, NJ; The Woodstown National Bank and Trust Company, Woodstown, NJ; The
Peoples Bank of Elkton, Elkton, MD; and Skylands Community Bank, Hackettstown,
NJ. The Corporation's financial services affiliates include Fulton Financial
Advisors, N.A., Lancaster, PA; and Fulton Insurance Services Group Inc.,
Lancaster, PA.
In October 2000, Fulton Financial Corporation announced that it would
acquire Dearden, Maguire, Weaver and Barrett, Inc., an asset management company
based in West Conshohocken, Pennsylvania. This transaction is expected to close
in the first quarter of 2001. Additional information on Fulton Financial
Corporation is available on the Internet at www.fult.com.
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Drovers and its officers and directors may be deemed to be participants in the
solicitation of proxies from Drovers stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding
Drovers' officers and directors is included in Drovers' Proxy Statement for its
2000 Annual Meeting, filed with the SEC on March 28, 2000. Drovers' 2000 Proxy
Statement also discloses the interests of such officers and directors in the
event of an acquisition of Drovers (including, among other things, the
acceleration of certain benefits or rights upon a "change-in-control"). Drovers'
Quarterly Reports on Form 10-Q, filed with the SEC on May 11, 2000, August 14,
2000 and November 14, 2000, contain additional disclosures concerning agreements
with Drovers' officers. Drovers' 2000 Proxy Statement and Quarterly Reports on
Form 10-Q are each available free of charge at the SEC's web site at www.sec.gov
-----------
and from Drovers upon request. In addition to the interests disclosed in
Drovers' 2000 Proxy Statement and Quarterly Reports on Form 10-Q, upon
completion of the merger, A. Richard Pugh, Chairman, President and Chief
Executive Officer of Drovers, will enter into a five year employment agreement
with Fulton, pursuant to which he will serve as Chairman, President and Chief
Executive Officer of the Drovers Bank Division of Fulton Bank. Additionally,
pursuant to the merger agreement, two Drovers directors will become directors of
Fulton and three Drovers directors will become Fulton Bank directors. As of the
date of this news release, Drovers is not aware of any director or officer who
beneficially owns in excess of 5% of Drovers' common stock, except as disclosed
in its 2000 Proxy Statement.
Safe Harbor Statement: Except for historical information contained herein, the
matters discussed in this release are forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability to achieve anticipated merger related
operational efficiencies, the ability to enhance revenues through increased
market penetration, expanded lending capacity and product offerings and other
risks detailed from time to time in Fulton's and Drovers' SEC filings, including
forms 10-Q and 10-K (copies of which are available from Fulton without charge in
hard copy or online at www.sec.gov). Fulton and Drovers disclaim any intention
------------
or obligation to publicly update or revise any forward-looking statements,
whether as a result of events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
<PAGE>
Additional Information and Where to Find It: It is expected that Fulton will
file a Registration Statement on SEC Form S-4, that Fulton and Drovers will file
a Proxy Statement/Prospectus with the Sec in connection with the transaction
discussed herein, and that Drovers will mail a Proxy Statement/Prospectus to
stockholders of Drovers containing information about the Acquisition. Investors
and security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about Fulton, Drovers, the acquisition of Drovers by Fulton, the persons
soliciting proxies relating to the acquisition, their interests in the
acquisition and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the SEC
at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these
------------------
other documents may also be obtained from Fulton by directing a request to
William R. Colmery, Secretary at (717) 291-2852 or from Drovers by directing a
-----------------------------------------------
request to John D. Blecher, Secretary at (717) 771-4241. In addition to the
--------------------------------------------
Registration Statement and the Proxy Statement/Prospectus, Fulton and Drovers
file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for future information on the public reference rooms. Fulton's and Drover's
filings with the SEC are also available to the public from commercial document-
retrieval services and at the Web site maintained by the SEC at
http://www.sec.gov.
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# # #
<PAGE>
FOR IMMEDIATE RELEASE Fulton Financial Contact: David C. Hostetter
Full text available on PR NEWSWIRE Office: (717) 291-2456
Drovers Bancshares Contact: John D. Blecher
Office: (717) 771-4241
Fulton Financial Corporation to Acquire
Drovers Bancshares Corporation
(December 27) -- Lancaster, Pa. - Fulton Financial Corporation
(NASDAQ: FULT), the third largest bank holding company based in Pennsylvania,
with assets of $6.5 billion, has signed a definitive agreement to acquire
Drovers Bancshares Corporation (NASDAQ: DROV), based in York, Pennsylvania.
Drovers Bancshares' sole banking subsidiary is The Drovers & Mechanics Bank,
also based in York.
Rufus A. Fulton, Jr., chairman, president and chief executive officer of
Fulton Financial Corporation, and A. Richard Pugh, chairman, president and chief
executive officer of Drovers Bancshares Corporation, made the merger
announcement jointly today.
"We are very pleased and excited about this acquisition," said Fulton.
"Drovers is an organization we have always admired because of its consistent
history of growth, earnings and asset quality as well as its strong market share
in York County, which is contiguous to Lancaster County where our main office is
located. This association is consistent with our corporation's successful growth
strategy of acquiring well-managed banks in growing markets. It will provide
broader geographic coverage of the South Central Pennsylvania region, resulting
in increased
<PAGE>
location convenience for the customers of both institutions. We expect to
realize the operating efficiencies and enhanced revenue growth that our
shareholders have come to expect."
"This is a natural fit for both companies," continued Fulton. "We have
similar corporate cultures that focus on dedicated and talented staff members
creating banking value through strong personal customer relationships."
Pugh said that Drovers' affiliation with Fulton Financial "is a very
positive step for our customers, shareholders, associates and communities
because of our mutual belief that local bankers are best qualified to make the
right decisions in the markets where they live and work. In addition, our
respective product lines and ways of doing business are compatible. Fulton
Financial's proven successful business model, which places people and
relationships first, is one we regard highly".
Fulton Financial will acquire all issued and outstanding shares of common
stock of Drovers Bancshares. According to the merger agreement, each share of
Drovers common stock outstanding at the time of the merger will be exchanged for
1.24 shares of Fulton Financial common stock. Based on the $22.94 per share
closing price of Fulton Financial stock on December 26, the transaction is
valued at approximately $144.4 million. As of December 27, 2000, Drovers
Bancshares has approximately 5.1 million shares of common stock outstanding. The
acquisition is expected to be accounted for on a pooling of interest basis.
The price represents a multiple of 2.7 times Drovers Bancshares book value
as of September 30, 2000. The price equates to 16.5 times projected 2001
earnings before expected operating efficiencies and revenue enhancements, and to
26.1 times trailing 12-month earnings which were adversely affected by a
significant loan loss provision related to a single large credit
<PAGE>
relationship. The merger is not expected to be dilutive to earnings. The
acquisition is subject to approval by bank regulatory authorities and Drovers
Bancshares shareholders. It is expected to close during the third quarter of
2001. Fulton Financial Corporation expects to incur merger related charges of
approximately $5.0 million. Drovers has granted Fulton Financial an option to
purchase 19.9% of its common stock under certain conditions.
Drovers Bancshares, with approximately $755 million in assets, is based in
York and operates 16 community banking offices in York County, one community
banking office in Frederick County, Maryland and a loan production office in
Cumberland County, Pennsylvania.
Fulton Financial Corporation operates 160 offices in Pennsylvania,
Maryland, Delaware and New Jersey through the following banking affiliates:
Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford
National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank,
N.A., Danville, PA; Hagerstown Trust Company, Hagerstown, MD; Delaware National
Bank, Georgetown, DE; The Bank of Gloucester County, Woodbury, NJ; The Woodstown
National Bank and Trust Company, Woodstown, NJ; The Peoples Bank of Elkton,
Elkton, MD, and Skylands Community Bank, Hackettstown, NJ. The Corporation's
financial services affiliates include Fulton Financial Advisors, N.A.,
Lancaster, PA; and Fulton Insurance Services Group Inc., Lancaster, PA.
In October 2000, Fulton Financial Corporation announced that it would
acquire Dearden, Maguire, Weaver and Barrett, Inc., an asset management company
based in West Conshohocken, Pennsylvania. This transaction is expected to close
in the first quarter of 2001.
Additional information on Fulton Financial Corporation is available on the
Internet at www.fult.com.
------------
<PAGE>
Safe Harbor Statement: Except for historical information contained herein, the
matters discussed in this release are forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability to achieve anticipated merger related
operational efficiencies, the ability to enhance revenues through increased
market penetration, expanded lending capacity and product offerings and other
risks detailed from time to time in Fulton's and Drovers' SEC filings, including
forms 10-Q and 10-K (copies of which are available from Fulton without charge in
hard copy or online at www.sec.gov). Fulton and Drovers disclaim any intention
-----------
or obligation to publicly update or revise any forward-looking statements,
whether as a result of events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Additional Information and Where to Find It: It is expected that Fulton will
file a Registration Statement on SEC Form S-4, that Fulton and Drovers will file
a Proxy Statement/Prospectus with the SEC in connection with the transaction
discussed herein, and that Drovers will mail a Proxy Statement/Prospectus to
stockholders of Drovers containing information about the Acquisition. Investors
and security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about Fulton, Drovers, the acquisition of Drovers by Fulton, the persons
soliciting proxies relating to the acquisition, their interests in the
acquisition and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the SEC
at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these
------------------
other documents may also be obtained from Fulton by directing a request to
William R. Colmery, Secretary at (717) 291-2852 or from Drovers by directing a
-----------------------------------------------
request to John D. Blecher, Secretary at (717) 771-4241. In addition to the
--------------------------------------------
Registration Statement and the Proxy Statement/Prospectus, Fulton and Drovers
file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Fulton's and Drover's
filings with the SEC are also available to the public from commercial document-
retrieval services and at the Web site maintained by the SEC at
http://www.sec.gov.
------------------
Drovers and its officers and directors may be deemed to be participants in the
solicitation of proxies from Drovers stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding
Drovers' officers and directors is included in Drovers' Proxy Statement for its
2000 Annual Meeting, filed with the SEC on March 28, 2000. Drovers' 2000 Proxy
Statement also discloses the interests of such officers and directors in the
event of an acquisition of Drovers (including, among other things, the
acceleration of certain benefits or rights upon a "change-in-control"). Drovers'
Quarterly Reports on Form 10-Q, filed with the SEC on May 11, 2000, August 14,
2000 and November 14, 2000, contain additional disclosures concerning agreements
with Drovers' officers. Drovers' 2000 Proxy Statement and Quarterly Reports on
Form 10-Q are each available free of charge at the SEC's web site at www.sec.gov
-----------
and from Drovers upon request. In addition to the interests disclosed in
Drovers' 2000 Proxy Statement and Quarterly Reports on Form 10-Q, upon
completion of the merger, A. Richard
<PAGE>
Pugh, Chairman, President and Chief Executive Officer of Drovers, will enter
into a five year employment agreement with Fulton, pursuant to which he will
serve as Chairman, President and Chief Executive Officer of the Drovers Bank
Division of Fulton Bank. Additionally, pursuant to the merger agreement, two
Drovers directors will become directors of Fulton and three Drovers directors
will become Fulton Bank directors. As of date of this news release, Drovers is
not aware of any director or officer who beneficially owns in excess of 5% of
Drovers' common stock, except as disclosed in its 2000 Proxy Statement.
2000 # # #
