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 - July 27, 2000
HANOVER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12524 23-2219814
______________________ ________________ __________________
State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
33 Carlisle Street
Hanover, Pennsylvania 17331
____________________________________ _____________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (717) 637-2201
N/A
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On July 27, 2000, the Registrant was acquired by Sterling Financial
Corporation, as contemplated in the Agreement and Plan of Merger
dated as of January 25, 2000, by and between the Registrant and
Sterling Financial Corporation. A copy of the Agreement and its
Exhibits constitute Annex A to Sterling Financial Corporation's
Registration Statement No. 333-33976 on Form S-4 filed with the
Securities and Exchange Commission on April 4, 2000, and as amended
on April 28, 2000.
We include a copy of the Press Release announcing consummation of the
transaction as Exhibit 99.1 to this Current Report on Form 8-K.
A summary of the transaction follows. We qualify the summary in its
entirety by reference to the full text of the Agreement, incorporated
by reference in this Current Report.
General
Pursuant to the Agreement and to Articles of Merger, filed with the
Department of State of the Commonwealth of Pennsylvania, the parties
effected the merger of Hanover Bancorp, Inc. with and into Sterling
Financial Corporation, effective at 5:00 p.m., on July 27, 2000.
Sterling Financial Corporation survived the merger. Bank of Hanover
and Trust Company and HOVB Investment Co. are subsidiaries of
Sterling Financial Corporation.
- The Articles of Incorporation and Bylaws of Sterling Financial
Corporation as in effect immediately prior to the merger,
remain the Articles of Incorporation and Bylaws of the
surviving corporation; and
- The directors and officers of Sterling Financial Corporation,
immediately prior to the effective date of the merger, remain
its officers and directors. In addition, Terrence L. Hormel,
former Chairman of the Board of Registrant, is a Director of
both Sterling Financial Corporation and Bank of Lancaster
County, N.A., and Chairman of the Board of Bank of Hanover and
Trust Company; John E. Stefan, President and Chief Executive
Officer of Sterling, is a Director of Bank of Hanover and Trust
Company; J. Bradley Scovill, former President and Chief
Executive Officer and Director of Registrant is President and
Chief Executive Officer of Bank of Hanover and Trust Company,
an Executive Vice President and Director of Sterling Financial
Corporation, and a member of the Sterling Management Committee;
Chad M. Clabaugh is Executive Vice President of Bank of Hanover
and Trust Company, a Vice President and director of Sterling
Financial Corporation and a member of the Sterling Management
Committee; and Bertram Elsner, a former director of Registrant
is a Director of Sterling Financial Corporation.
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Exchange of Shares
As consideration for the outstanding common stock of Registrant,
Sterling Financial Corporation exchanged each outstanding share of
common stock of Registrant for .93 shares of Sterling Financial
Corporation's common stock, as provided in the Agreement. In lieu
of issuing fractional shares, Sterling Financial Corporation will
furnish holders of common stock of Registrant, who are entitled to a
fractional share, with a check for the amount of cash equal to the
fraction of the share represented by the certificate, as provided in
the Agreement.
At the effective time of the merger, all of the 3,884,189 shares of
Registrant's common stock, issued and outstanding, and 112,382
options were converted into shares and options, respectively, of
Sterling Financial's common stock as specified in the Agreement.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) N/A
(b) N/A
(c) Exhibits:
2 Agreement and Plan of Reorganization, dated as of January
25, 2000, by and between Sterling Financial Corporation
and Hanover Bancorp, Inc. (Incorporated by reference to
Annex A to the Registrant's Registration Statement No.
333-33976 on Form S-4 filed with the Securities and
Exchange Commission on April 4, 2000, and as amended on
April 28, 2000.)
99.1 Press Release of Registrant, dated July 27, 2000, re:
Registrant's Acquisition by Sterling Financial
Corporation
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable.
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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 hereunto duly authorized.
HANOVER BANCORP, INC.
(Registrant)
Dated: July 27, 2000 /s/ J. Bradley Scovill
J. Bradley Scovill,
President and Chief Executive Officer
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
2 Agreement and Plan of Reorganization, dated as of
January 25, 2000, by and between Sterling Financial
Corporation and Hanover Bancorp, Inc. (Incorporated by
reference to Annex A to the Registrant's Registration
Statement No. 333-33976 on Form S-4 filed with the
Securities and Exchange Commission on April 4, 2000, and
as amended on April 28, 2000.)
99.1 Press Release of Registrant, dated July 27, 2000,
re: Registrant's Acquisition by Sterling Financial
Corporation 6
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