LAKE ARIEL BANCORP INC
8-K, 1997-12-30
NATIONAL COMMERCIAL BANKS
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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 23, 1997



                            Lake Ariel Bancorp, Inc.
             (Exact name of registrant as specified in its charter)




Pennsylvania                      2-85306             23-2244948
(State or other jurisdiction      (Commission        (I.R.S. employer
of incorporation)                file number)         Id. No.)



Post Office Box 67, Lake Ariel, Pennsylvania 18436
(Address of Principal Executive Offices)     (Zip Code)




Registrant's telephone number, including area code:  (717) 698-5695



Former name or former address, if changed from last report:  Not Applicable.




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Item 1.           Changes in Control of Registrant.

                  Not Applicable.


Item 2.           Acquisition or Disposition of Assets.

                  Not Applicable.


Item 3.           Bankruptcy or Receivership.

                  Not Applicable.


Item 4.           Changes in Registrant's Certifying Accountant.

                  Not Applicable.


Item 5.           Other Events.

                  The  Registrant   completed  its  current  firm   underwritten
                  offering on December 23, 1997, by the sale to the  underwriter
                  of 105,000 shares of the Registrant's  common stock, par value
                  $0.21 per share (the "Common Stock")  pursuant to the exercise
                  of the full overallotment option granted to the underwriter.

                  The  Registrant  sold in the aggregate  805,000  shares of the
                  Common Stock,  which  represented  all of the shares of Common
                  Stock   registered   for  this   offering  on  Form  S-2  (No.
                  333-40473).

                  The gross  proceeds of the offering were  $12,880,000  and the
                  estimated net proceeds were  $__________  after  deducting all
                  expenses and selling  commissions.  The Registrant  intends to
                  use the net  proceeds  as set forth in its  Prospectus,  dated
                  December 15, 1997.


Item 6.           Resignations of Registrant's Directors.

                  Not Applicable.




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Item 7.           Financial Statements and Exhibits.

                  (a)      Financial Statement of Business Acquired.

                           Not Applicable.

                  (b)      Pro Forma Financial Information.

                           Not Applicable.

                  (c)      Exhibits.

                           None.


Item 8.           Change in fiscal year.

                  Not Applicable.




                                   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.



LAKE ARIEL BANCORP, INC.
(Registrant)



Date: December 29, 1997

Joseph J. Earyes, CPA, Executive Vice
President and Chief Financial Officer




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