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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
EXCHANGE ACT OF 1934
DATE OF REPORT (Date of Earliest Event Reported): December 27, 2000
DROVERS BANCSHARES CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA
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(State or other jurisdiction of incorporation)
0-10958 27-2209390
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(Commission file number) (IRS employer ID)
30 South George Street, York, PA 17401
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (717) 843-1586
NONE
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(Former name, address and fiscal year, if changed since last report.)
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Item 5. Other Events
On December 27, 2000, Drovers Bancshares Corporation (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Fulton Financial Corporation ("FFC"), pursuant to which the Company will be
merged with and into FFC, which shall be the surviving corporation (the
"Merger"). The Merger Agreement was approved by the Company's Board of Directors
on December 27, 2000. Pursuant to the Merger Agreement, The Drovers & Mechanics
Bank, the Company's only bank subsidiary, will be merged into Fulton Bank, a FFC
subsidiary. A copy of the Company's Press Release announcing the Merger
Agreement is filed herewith as Exhibit 99.2, and incorporated herein by
reference.
In the Merger, each outstanding share of Company Common Stock, no par value
per share ("Company Common Stock"), will be converted into 1.24 shares of FFC
Common Stock, $2.50 par value ("FFC Common Stock"), and cash in lieu of
fractional shares. Consummation of the Merger is subject to certain terms and
conditions, including, among other things, approval by various regulatory
authorities and the Company's shareholders. The foregoing summary of the Merger
Agreement is qualified in its entirety by reference to the Merger Agreement
which is filed herewith as Exhibit 2 and is incorporated herein by reference.
The Company and FFC also entered into a Warrant Agreement dated as of
December 27, 2000 (the "Warrant Agreement") pursuant to which the Company has
granted to FFC a Warrant to purchase, under certain circumstances set forth in
the Warrant Agreement, up to that number of shares of Company Common Stock that
represents 19.9% of the number of currently issued and outstanding shares of
Company Common Stock, at a purchase price per share of $19.75. The foregoing
summary of the Warrant Agreement is qualified in its entirety by reference to
the Warrant Agreement which is filed herewith as Exhibit 99.1 (included as
Exhibit A to the Merger Agreement filed as Exhibit 2 herewith) and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2 Agreement and Plan of Merger dated as of December 27, 2000 by
and between Drovers Bancshares Corporation and Fulton
Financial Corporation
99.1 Warrant Agreement dated as of December 27, 2000 by and between
Drovers Bancshares Corporation and Fulton Financial
Corporation (included as Exhibit A to Agreement and Plan of
Merger, filed as Exhibit 2).
99.2 Press Release dated December 27, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Drovers Bancshares Corporation
Date: January 3, 2001 /s/ A. Richard Pugh
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A. Richard Pugh
President & CEO
(Principal Executive Officer)
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EXHIBIT INDEX
Exhibit No. Description
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2 Agreement and Plan of Merger dated as of December 27, 2000
by and between Drovers Bancshares Corporation and Fulton
Financial Corporation
99.1 Warrant Agreement dated as of December 27, 2000 by and
between Drovers Bancshares Corporation and Fulton Financial
Corporation (included as Exhibit A to Agreement and Plan of
Merger, filed as Exhibit 2).
99.2 Press Release dated December 27, 2000
