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) September 16, 1996
Citizens Bancorp
(Exact name of registrant as specified in its charter)
Maryland 0-10680 52-1239452
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
14401 Sweitzer Lane,
Laurel, Maryland 20707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 206-6129
Former name or former address, if changes since last report Not applicable
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Item 5. Other Events - Announcement of Merger
On September 16, 1996 Citizens Bancorp (Citizens) and Crestar Financial
Corporation (Crestar) announced the signing of a definitive agreement under
which Citizens, a $4.2 billion-asset Maryland-based bank holding company, will
merge with Crestar. Pending approval by regulatory authorities and the
shareholders of both institutions, the transaction is expected to be completed
by March 31, 1997.
Under terms of the agreement, shareholders' of Citizens will receive .835 shares
of Crestar common stock for each share of Citizens stock that they hold. Based
on Crestar's $61.375 per common share closing sale price and the 15.1 million
Citizens common shares outstanding as of September 13, 1996, the transaction is
valued at approximately $774 million, or $51.25 per Citizens share.
Approximately 12.6 million shares of Crestar common stock will be issued in
connection with the merger. Common stock repurchase plans approved by Citizens'
Board of Directors on August 8, 1996 and Crestar's Board on July 11, 1996,
respectively have been terminated effective immediately.
With 103 banking locations, deposits of $3.1 billion and loans of $2.3 billion
at June 30, 1996, Citizens has a solid franchise in the Washington-Baltimore
metropolitan corridor, notably in Prince Georges and Montgomery Counties. Upon
merger, the combined organization will have the largest deposit market share in
the Greater Washington metropolitan area and hold the number two position in the
state of Maryland. One-time pre-tax merger costs of approximately $43 million
will be reflected in first quarter 1997 operating results, based on the expected
merger consummation by March 31, 1997. As a condition of the transaction, the
merger will be accounted for as a pooling-of-interests business combination.
Crestar Financial Corporation is the holding company for four banking entities
with 379 banking locations in Virginia, Maryland and the District of Columbia.
Other subsidiaries provide insurance, mortgage banking and full-service
securities and investment advisory services. At June 30, 1996,Crestar had total
assets of $18.5 billion and total deposits of $12.8 billion. Crestar had 42.8
million shares of common stock outstanding at June 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Citizens Bancorp
Registrant
Date September 27, 1996 /s/ Kaye A. Simmons
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Kaye A. Simmons
Senior Vice President &
Treasurer
