SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report - June 30, 1997
SUN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-01745 23-2233584
- -------------------------- ---------------- -------------
State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number Identification
Number)
2-16 South Market Street
Post Office Box 57
Selinsgrove, Pennsylvania 17870
- ---------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code:(717) 374-1131
---------------
N/A
- -----------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 9 Sequentially Numbered Pages
Index to Exhibits Found on Page 4
<PAGE>
Sun Bancorp, Inc. (the "Registrant") hereby files this
Amendment No.1 to the Registrant's Current Report on Form 8-K,
dated June 30, 1997, and filed with the Commission on July 3,
1997, to submit the pro forma financial information required to
be set forth in Item 7 (b), which information is attached hereto
at Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
----------------------------------
(b) The pro forma financial information required to be
set forth herein is attached hereto at Exhibit
99.2 and incorporated herein by reference.
(c) Exhibits:
2 Agreement and Plan of Reorganization dated
November 6, 1996, among Registrant, Sun
Bank, F.N.B. Corporation and Bucktail Bank
and Trust Company.*
23.2 Consent of Ernst & Young LLP, Independent
Auditors.*
99.1 Press Release, of Registrant, dated June 30,
1997,re: Acquisition of Bucktail Bank and
Trust Company.*
99.2 Audited Financial Statements of Bucktail
Bank and Trust Company, including Report of
Independent Auditors for the year ended
December 31, 1996.*
99.3 Pro forma financial information.
_____________
* Previously Filed.
<PAGE>
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.
SUN BANCORP, INC.
(Registrant)
Dated: September 11, 1997 /s/ Fred W. Kelly, Jr.
----------------------------------
Fred W. Kelly, Jr., President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffrey E. Hoyt
-----------------------------------
Jeffrey E. Hoyt, Secretary
<PAGE>
EXHIBIT INDEX
-------------
Page Number
in Manually
Exhibit Signed Original
- ------- ---------------
2 Agreement and Plan of Reorganization
dated November 6, 1996, among Registrant,
Sun Bank, F.N.B. Corporation and Bucktail
Bank and Trust Company.*
23.2 Consent of Ernst & Young LLP,
Independent Auditors.*
99.1 Press Release, dated June 30, 1997,
of Registrant re: Acquisition of Bucktail
Bank and Trust Company.*
99.2 Audited Financial Statements of Bucktail
Bank and Trust Company, including Report
of Independent Auditors, for the year ended
December 31, 1996.*
99.3 Pro forma financial information. 6
_______________________________
* Previously Filed.
EXHIBIT 99.3
PRO FORMA FINANCIAL INFORMATION
<PAGE>
PRO FORMA COMBINED FINANCIAL INFORMATION
The unaudited pro forma combined condensed balance sheet and
the unaudited pro forma combined condensed statements of income
of Sun, set forth below, give effect, using the purchase method
of accounting, to the acquisition of Bucktail based upon the
exchange of 565,384 shares of Sun for 100% of the outstanding
shares of Bucktail Bank and Trust Company which occurred on June
30, 1997. The unaudited pro forma combined condensed income
statements and pro forma net income per share are presented as
though the merger had occurred on the first day of each
respective reporting period for the six month period ended June
30, 1997 and the year ended December 31, 1996.
Market values of acquired financial assets and assumed
liabilities were determined based on estimates prepared by
management using historical data and an estimation methodology
suitable for each category of financial instruments. Sun
Bancorp, Inc. holds all securities as "Available for sale".
Therefore, investment securities classified as "held to maturity"
were reclassified as "Available for Sale". Annual overhead
charges were reduced by $750,000. This overhead savings was
estimated based on historical overhead charges made by the former
parent company netted against a pro forma charge based upon the
anticipated cost of these services under Sun's present
organization. Amortization of goodwill resulting from the
acquisition was determined on a straight-line method over a 15
year period. Where, applicable, adjustments were recorded
relative to the effect on income taxes.
The pro forma statement of income information set forth
below is not necessarily indicative of the results of operations
of Sun as they would have been had the merger occurred during the
periods presented or as they may be in the future.
<PAGE>
<TABLE>
SUN BANCORP, INC. AND SUBSIDIARIES
Pro Forma Combined Condensed Balance Sheet
(Unaudited)
<CAPTION>
(Dollars in Thousands) As of June 30, 1997
- ---------------------- -------------------
Sun Bancorp, Inc.
(Excluding Bucktail)
-------------------
<S> <C>
ASSETS
- ------
Cash and Due from Banks $ 8,957
Interest Bearing Deposits in Banks 10,017
Federal Funds Sold --
Investment Securities --
Securities Available for Sale 134,123
Loans 217,070
Less: Unearned Income (4,403)
Allowance for loan losses (2,523)
----------
Net loans 210,144
----------
Bank Premises and Equipment, Net 5,492
Accrued Income Receivable 2,845
Goodwill --
Other Assets 4,682
----------
Total Assets $ 376,260
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Deposits:
Noninterest-bearing $ 21,394
Interest-bearing:
NOW Accounts 30,544
Money market accounts 12,863
Savings 29,290
Time 116,838
----------
Total Deposits 210,929
----------
Accrued Interest payable 1,802
Borrowings 119,945
Other Liabilities 2,210
----------
Total Liabilities 334,886
----------
SHAREHOLDERS' EQUITY
- ---------------------
Common Stock 4,505
Additional Paid in Capital 36,585
Retained Earnings 691
Net unrealized gains (losses) on
securities available for sale, net of taxes 1,002
Less: Treasury stock at cost
47,509 shares (1,409)
---------
Total Shareholders' Equity 41,374
---------
Total Liabilities and Shareholders' Equity $ 376,260
=========
<CAPTION>
(Dollars in Thousands) As of June 30, 1997
- ---------------------- -------------------
Bucktail Bank &
Trust Company *
----------------
<S> <C>
ASSETS
- ------
Cash and Due from Banks $ 6,071
Interest Bearing Deposits in Banks 22
Federal Funds Sold --
Investment Securities 11,490
Securities Available for Sale 4,385
Loans 102,280
Less: Unearned Income (739)
Allowance for loan losses (1,292)
----------
Net loans 100,249
----------
Bank Premises and Equipment, Net 1,279
Accrued Income Receivable 645
Goodwill --
Other Assets 554
----------
Total Assets $ 124,695
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Deposits:
Noninterest-bearing $ 13,833
Interest-bearing:
NOW Accounts 10,154
Money market accounts 7,767
Savings 17,109
Time 64,820
----------
Total Deposits 113,683
----------
Accrued Interest payable 391
Borrowings 1,181
Other Liabilities 144
----------
Total Liabilities 115,399
----------
SHAREHOLDERS' EQUITY
- ---------------------
Common Stock 1,339
Additional Paid in Capital 4,432
Retained Earnings 3,516
Net unrealized gains (losses) on
securities available for sale, net of taxes 9
Less: Treasury stock at cost
47,509 shares --
---------
Total Shareholders' Equity 9,296
---------
Total Liabilities and Shareholders' Equity $ 124,695
=========
<CAPTION>
(Dollars in Thousands) As of June 30, 1997
- ---------------------- -------------------
Adjustments
-----------
<S> <C>
ASSETS
- ------
Cash and Due from Banks $ --
Interest Bearing Deposits in Banks --
Federal Funds Sold --
Investment Securities (11,490)
Securities Available for Sale 11,400
Loans (2,054)
Less: Unearned Income --
Allowance for loan losses --
----------
Net loans (2,054)
----------
Bank Premises and Equipment, Net 2,067
Accrued Income Receivable --
Goodwill 11,324
Other Assets 181
----------
Total Assets $ 11,428
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Deposits:
Noninterest-bearing $ --
Interest-bearing:
NOW Accounts --
Money market accounts --
Savings --
Time 351
----------
Total Deposits 351
----------
Accrued Interest payable --
Borrowings --
Other Liabilities 310
----------
Total Liabilities 661
----------
SHAREHOLDERS'S EQUITY
- ---------------------
Common Stock (632)
Additional Paid in Capital 14,924
Retained Earnings (3,516)
Net unrealized gains (losses) on
securities available for sale, net of taxes (9)
Less: Treasury stock at cost
47,509 shares --
---------
Total Shareholders' Equity 10,767
---------
Total Liabilities and Shareholders' Equity $ 11,428
=========
<CAPTION>
(Dollars in Thousands) As of June 30, 1997
- ---------------------- -------------------
Pro Forma
Combined
-----------
<S> <C>
ASSETS
- ------
Cash and Due from Banks $ 15,028
Interest Bearing Deposits in Banks 10,039
Federal Funds Sold --
Investment Securities --
Securities Available for Sale 149,908
Loans 317,296
Less: Unearned Income (5,142)
Allowance for loan losses (3,815)
----------
Net loans 308,339
----------
Bank Premises and Equipment, Net 8,838
Accrued Income Receivable 3,490
Goodwill 11,324
Other Assets 5,417
----------
Total Assets $ 512,383
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Deposits:
Noninterest-bearing $ 35,227
Interest-bearing:
NOW Accounts 40,698
Money market accounts 20,630
Savings 46,399
Time 182,009
----------
Total Deposits 324,963
----------
Accrued Interest payable 2,193
Borrowings 121,126
Other Liabilities 2,664
----------
Total Liabilities 450,946
----------
SHAREHOLDERS'S EQUITY
- ---------------------
Common Stock 5,212
Additional Paid in Capital 55,941
Retained Earnings 691
Net unrealized gains (losses) on
securities available for sale, net of taxes 1,002
Less: Treasury stock at cost
47,509 shares (1,409)
---------
Total Shareholders' Equity 61,437
---------
Total Liabilities and Shareholders' Equity $ 512,383
=========
*-At historical book values, excluding adjustments resulting from
the acquisition by SUN.
</TABLE>
<PAGE>
<TABLE>
SUN BANCORP, INC. AND SUBSIDIARIES
Pro Forma Combined Condensed Statement of Income
(Unaudited)
<CAPTION>
(Dollars in Thousands For the six month period
except per share data ended June 30, 1997
- --------------------- --------------------------
Historical
--------------------------------------
Bucktail Bank &
Sun Bancorp, Inc. Trust Company
<S> <C> <C>
Interest Income $ 14,126 $ 4,602
Interest Expense 7,244 2,056
---------- -----------
Net Interest Income 6,882 2,546
Provision for Loan Losses 575 216
---------- -----------
Net Interest Income After
Provision for Loan Losses 6,307 2,330
Noninterest Income 1,710 423
Noninterest Expense 3,316 2,097
Amortization of Goodwill -- --
---------- ----------
Income Before Income Taxes 4,701 656
Income Taxes 1,063 149
---------- ----------
Net Income $ 3,638 $ 507
========== ==========
Net Income Per share $ 1.03 $ 9.46
========== ==========
Weighted Average
Shares Outstanding 3,551,409 53,566
<CAPTION>
(Dollars in Thousands For the six month period
except per share data) ended June 30, 1997
- ---------------------- ------------------------
Pro Forma
Adjustments Combined
<S> <C> <C>
Interest Income $ 261 $ 18,989
Interest Expense (125) 9,175
---------- -----------
Net Interest Income 386 9,814
Provision for Loan Losses -- 791
---------- -----------
Net Interest Income After
Provision for Loan Losses 386 9,023
Noninterest Income -- 2,133
Noninterest Expense (284) 5,129
Amortization of Goodwill 377 377
---------- ----------
Income Before Income Taxes 293 5,650
Income Taxes 100 1,312
---------- ----------
Net Income $ 193 $ 4,338
========== ==========
Net Income Per share $ 1.05
==========
Weighted Average
Shares Outstanding 511,818 4,116,793
</TABLE>
<PAGE>
<TABLE>
SUN BANCORP, INC. AND SUBSIDIARIES
Pro Forma Combined Condensed Statement of Income
(Unaudited)
<CAPTION>
(Dollars in Thousands For the year ended
except per share data) December 31, 1996
- ---------------------- -------------------
Historical
--------------------------------------
Bucktail Bank &
Sun Bancorp, Inc. Trust Company
<S> <C> <C>
Interest Income $ 27,199 $ 8,808
Interest Expense 13,689 3,968
---------- -----------
Net Interest Income 13,510 4,840
Provision for Loan Losses 650 289
---------- -----------
Net Interest Income After
Provision for Loan Losses 12,860 4,551
Noninterest Income 1,964 872
Noninterest Expense 6,228 4,150
Amortization of Goodwill -- --
---------- ----------
Income Before Income Taxes 8,596 1,273
Income Taxes 2,197 369
---------- ----------
Net Income $ 6,399 $ 904
========== ==========
Net Income Per share $ 1.80 $ 16.88
========== ==========
Weighted Average
Shares Outstanding 3,551,365 53,566
<CAPTION>
(Dollars in Thousands For the year ended
except per share data) December 31, 1996
- ---------------------- -------------------
Pro Forma
Adjustments Combined
<S> <C> <C>
Interest Income $ 523 $ 36,530
Interest Expense (100) 17,557
---------- -----------
Net Interest Income 623 18,973
Provision for Loan Losses -- 939
---------- -----------
Net Interest Income After
Provision for Loan Losses 623 18,034
Noninterest Income -- 2,836
Noninterest Expense (667) 9,711
Amortization of Goodwill 754 754
---------- ----------
Income Before Income Taxes 536 10,405
Income Taxes 182 2,748
---------- ----------
Net Income $ 354 $ 7,657
========== ==========
Net Income Per share $ 1.86
==========
Weighted Average
Shares Outstanding 511,818 4,116,749
</TABLE>
