LAKE ARIEL BANCORP INC
8-K, 1998-09-11
NATIONAL COMMERCIAL BANKS
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                                    FORM 8-K
                                 CURRENT REPORT


              (As last amended in Real. N. 34-25113, eff. 1/30/95.)


                                  UNITED STATES
                       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 8, 1998



                            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) 343-8200

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


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 files herewith a corporate resolution and press release approving
a 5% common stock dividend declared on September 8, 1998.

Item 6.           Resignations of Registrant's Directors.

                  Not Applicable.

Item 7.           Financial Statements and Exhibits.

                  (a)      Financial Statement of Business Acquired.

                           Not Applicable.

                  (b)      Pro Forma Financial Information.

                           Not Applicable.

                  (c)      Exhibits.

                           (i)      Press Release.

                           (ii)     Corporate Resolution.

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:             September 10, 1998
                                                               Joseph J. Earyes,
                                                    Vice President and Treasurer


                                                     /s/ Joseph J. Earyes




                            LAKE ARIEL BANCORP, INC.
                            SECRETARY'S CERTIFICATION

     1. I  hereby  certify  that I am the  Assistant  Secretary  of  Lake  Ariel
Bancorp,  Inc. (the  "Corporation") and am currently serving in this position in
accordance with the Bylaws of the Corporation.

     2. I hereby further certify that, at a duly called and convened  meeting of
the Board of  Directors  of the  Corporation  held on  September  8,  1998,  the
following resolutions were adopted:

     RESOLVED,  that this Corporation distribute to each holder of record of the
common stock of the Corporation on September 18, 1998, one-twentieth (1/20) of a
share of its  authorized  but unissued  common stock,  par value $.21 per share,
with  respect to each  share of such  common  stock held by such  holder on such
date, thereby effecting a five percent (5%) stock dividend; and

     BE IT FURTHER  RESOLVED,  that an amount equal to $.21 for each whole share
of the common stock  distributed  as a result of this stock  dividend be charged
against retained earnings of the Corporation as of October 1, 1998, and be added
to the stated capital of the Corporation as of such date; and

     BE IT FURTHER RESOLVED, that no fractional share of such common stock shall
be issued to any shareholder of record,  and in lieu thereof,  such  shareholder
shall receive in cash the fair market value of such fractional share; and

     BE IT FURTHER  RESOLVED,  that for the purpose of this stock dividend,  the
"fair market value" shall be determined in the same manner as is set forth under
Question 12 of the Corporation's  Dividend Reinvestment and Stock Purchase Plan;
and

     NOW,  THEREFORE,   BE  IT  RESOLVED,  that  the  proper  officers  of  this
Corporation  be,  and they are hereby  authorized  and  empowered,  to make such
distribution of such additional  shares of common stock and of any cash payments
in lieu of the  distribution of fractional  shares as soon as practicable  after
October 1, 1998.

     The  foregoing  resolutions  are in full force and effect and have not been
modified or rescinded as of the date hereof.

     IN  WITNESS  WHEREOF,  I have  hereunto  set my hand  and  the  seal of the
Corporation this 8th day of September, 1998.


(Seal of Corporation)
                                                              Louis M. Martarano

                                                          /s/ Louis M. Martarano



Date: September 8, 1998

FOR IMMEDIATE RELEASE

FOR FURTHER INFORMATION CONTACT:
John G. Martines - (717)343-8200
Joseph J. Earyes, CPA - (717)343-8200




                            LAKE ARIEL BANCORP, INC.
                           DECLARES 5% STOCK DIVIDEND


     Lake Ariel, PA....Lake Ariel Bancorp, Inc. (NASDAQ-LABN), parent company of
LA  Bank,  N.A.,  today  announced  that the  Company  has  declared  a 5% stock
dividend.  The stock dividend is payable on October 1, 1998, to  shareholders of
record  September 18, 1998, and is the third  consecutive  year that the Company
has paid a 5% stock dividend.

     John G.  Martines,  CEO of Lake Ariel  Bancorp,  Inc.  noted that the stock
dividend  is  a  direct  result  of  the  continued  growth  and   profitability
experienced  by  the  Bank  during  1998  and  a  continued  effort  to  enhance
shareholder value.

     Lake Ariel Bancorp's subsidiary, LA Bank, N.A., with assets of $440,000,000
operates  21 banking  offices in Wayne,  Lackawanna,  Pike,  Luzerne  and Monroe
Counties.








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