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 11 Sequentially Numbered Pages
Index to Exhibits Found on Page
<PAGE>
Sun Bancorp, Inc. (the "Registrant") hereby files this
Amendment No.2 to the Registrant's Current Report on Form 8-K,
dated June 30, 1997, and originally filed with the Commission on
July 3,1997, to submit amended pro forma financial information
in Item 7 (b), which information is attached hereto at Exhibit
99.3.
Item 7. Financial Statements and Exhibits.
----------------------------------
(b) The amended pro forma financial information
required to be set forth herein is attached hereto
at Exhibit 99.3 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 Amended Pro forma financial information.
_____________
* Previously Filed.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused Amendment No. 2 of this
current report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
SUN BANCORP, INC.
(Registrant)
Dated: September 29, 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 Amended Pro forma financial information. 6
_______________________________
* Previously Filed.
EXHIBIT 99.3
AMENDED PRO FORMA FINANCIAL INFORMATION
<PAGE>
AMENDED PRO FORMA COMBINED FINANCIAL INFORMATION
On June 30, 1997, Sun Bancorp, Inc. ("SUN") acquired Bucktail
Bank and Trust Company ("Bucktail") from FNB Corporation ("FNB"),
a multi-bank holding company headquartered in Hermitage,
Pennsylvania. Concurrently, Bucktail was merged into Sun Bank.
The acquisition, which has been accounted for as a purchase,
resulted in the issuance of 565,384 shares of SUN common stock
pursuant to a private placement in exchange for all of the
outstanding shares of Bucktail held by FNB. Based on the market
price of SUN's common stock as of June 30, 1997, the total cost of
the acquisition (net of offering costs of $150,000) was
$20,063,000.
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 to the acquisition of Bucktail.
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.
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 546
----------
Total Assets $ 124,687
==========
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 454
----------
Total Liabilities 115,709
----------
SHAREHOLDERS' EQUITY
- ---------------------
Common Stock 1,339
Additional Paid in Capital 4,282
Retained Earnings 3,348
Net unrealized gains (losses) on
securities available for sale, net of taxes 9
Less: Treasury stock at cost
47,509 shares --
---------
Total Shareholders' Equity 8,978
---------
Total Liabilities and Shareholders' Equity $ 124,687
=========
<CAPTION>
(Dollars in Thousands) As of June 30, 1997
- ---------------------- -------------------
Pro Forma
Adjustments<F1>
-----------
<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 189
----------
Total Assets $ 11,436
==========
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 --
----------
Total Liabilities 351
----------
SHAREHOLDERS'S EQUITY
- ---------------------
Common Stock (632)
Additional Paid in Capital 15,074
Retained Earnings (3,348)
Net unrealized gains (losses) on
securities available for sale, net of taxes (9)
Less: Treasury stock at cost
47,509 shares --
---------
Total Shareholders' Equity 11,085
---------
Total Liabilities and Shareholders' Equity $ 11,436
=========
<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.
<FN>
<F1> See "Notes to Pro Forma Combined Condensed Financial
Information" for explanation of adjustments to historical amounts.
</FN>
</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 Pro Forma
Adjustments Combined
<S> <C> <C>
Interest Income $ 261<F2> $ 18,989
Interest Expense (125)<F2> 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)<F3> 5,129
Amortization of Goodwill 377<F4> 377
---------- ----------
Income Before Income Taxes 293 5,650
Income Taxes 100<F5> 1,312
---------- ----------
Net Income $ 193 $ 4,338
========== ==========
Net Income Per share $ 1.05
==========
Weighted Average
Shares Outstanding 511,818<F6> 4,116,793
========== ==========
<FN>
<F2>,<F3>,<F4>,<F5>,<F6> - See "Notes to Pro Forma Combined
Condensed Financial Information" for explanations of adjustments to
historical amounts.
</FN>
</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 Pro Forma
Adjustments Combined
<S> <C> <C>
Interest Income $ 523<F2> $ 36,530
Interest Expense (100)<F2> 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)<F3> 9,711
Amortization of Goodwill 754<F4> 754
---------- ----------
Income Before Income Taxes 536 10,405
Income Taxes 182<F5> 2,748
---------- ----------
Net Income $ 354 $ 7,657
========== ==========
Net Income Per share $ 1.86
==========
Weighted Average
Shares Outstanding 511,818<F6> 4,116,749
========== ==========
<FN>
<F2>,<F3>,<F4>,<F5>,<F6> - See "Notes to Pro Forma Combined
Condensed Financial Information" for explanations of adjsutments to
historical amounts.
</FN>
</TABLE>
<PAGE>
SUN BANCORP, INC. AND SUBSIDIARIES
Notes to Pro Forma Combined Condensed Financial Information
(Amounts in Thousands, Except Number of Shares and Per Share Data)
(1) The total cost of the acquisition of Bucktail was determined
as follows:
Number of shares issued by SUN on June 30, 1997 565,384
Market price per share $35.75
Gross cost $20,213
Less offering costs (150)
________
Acquisition cost, net $20,063
========
The allocation of the total acquisition cost, based on the
estimated fair values of the assets acquired and liabilities
assumed, and the related adjustments to the historical carrying
values of the assets and liabilities by Bucktail, is summarized as
follows:
<TABLE>
<CAPTION>
Allocation Historical
of Purchase Carrying
Price Value Adjustment
<S> <C> <C> <C>
Assets:
Cash and due from banks $6,071 $6,071 $ -
Interest-bearing deposits
in banks 22 22 -
Investment securities -- 11,490 (11,490)(a)
Securities available
for sale 15,785 4,385 11,400 (a)
Net loans 98,195 100,249 (2,054)(b)
Premises and equipment, net 3,346 1,279 2,067 (c)
Accrued income receivable 645 645 -
Other assets 735 546 189 (d)
Goodwill 11,324 _ 11,324 (e)
-------- -------- -------
Totals $136,123 $124,687 $11,436
======== ======== =======
Liabilities and
shareholders' equity:
Total deposits $114,034 $113,683 $ 351 (f)
Accrued interest payable 391 391 --
Long-term debt and other
borrowings 1,181 1,181 --
Other liabilities 454 454 --
Total shareholders' equity 20,063 8,978 11,085 (g)
-------- -------- -------
Totals $136,123 $124,687 $11,436
======== ======== =======
(a) SUN holds all securities as "Available for Sale."
Accordingly, investment securities classified by Bucktail on
an historical basis as "Held-to-maturity" were reclassified
to Available for Sale, and adjusted to fair value based on
quoted market prices of the applicable securities.
(b) The fair value of loans has been estimated based on projected
cash flows for each category of loan acquired, discounted at
current market rates.
(c) Premises and equipment has been valued at estimated
replacement cost, based on appraised values for real estate
and significant items of equipment.
(d) Other assets have been adjusted to record deferred income
taxes attributable to the differences between the book and
tax bases of the assets acquired and liabilities assumed,
excluding goodwill.
(e) The excess of the total purchase price, determined as
described above, over the estimated fair values of the assets
acquired and liabilities assumed, has been allocated to
goodwill.
(f) The market value of time deposits has been estimated based on
projected cash flows, discounted at current market rates.
(g) The total increase in SUN's shareholders' equity as a result
of the purchase is determined by the value of the stock
issued by SUN, net of offering costs, as described above.
</TABLE>
(2) Pro forma adjustments to interest income and interest expense
reflect amortization of the differences between the historical
carrying values and estimated fair values of loans and deposits
utilized in recording the purchase, as described in (1) above.
Amortization of these differences is determined based on estimated
terms of each applicable category of loan and deposit.
(3) Pro forma adjustments to noninterest expense include two items:
(i) expenses have been reduced by $750,000 for the year ended
December 31, 1996, and by $325,000 for the six months ended June
30, 1997, to eliminate overhead charges made by the former parent
company that exceeded the estimated cost of providing such
services; and (ii) additional depreciation has been provided as a
result of the increase in the depreciable basis of premises and
equipment related to the acquisition, as described in (1) above.
(4) Goodwill is amortized on a straight-line basis over a period of
15 years.
(5) Income tax expense is provided on the pro forma effect of the
other adjustments to income and expenses, determined at the
applicable statutory rate.
(6) Weighted average shares outstanding have been adjusted to give
retroactive effect to the issuance of shares of common stock by
SUN, as if the acquisition of Bucktail had taken place as of the
beginning of each period presented.
