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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) February 23,
1996
MERIDIAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12364 23-2237529
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
35 North Sixth Street, Reading, Pennsylvania 19601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610)655-2000
N/A
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On February 23, 1996 (the "Effective Date"), Meridian
Bancorp, Inc. ("Meridian") and United Counties Bancorporation
("UCB") completed the merger (the "Merger") contemplated by the
Agreement and Plan of Merger dated as of May 23, 1995, between
such parties (the "Agreement"), a copy of which Agreement is
filed as Exhibit 2.1 to Meridian's Current Report on Form 8-K
dated May 23, 1995. On the Effective Date, pursuant to the
Agreement UCB merged with and into Meridian, with Meridian
surviving the Merger, the separate existence of UCB ceased, and
all property, rights, powers, duties, obligations and liabilities
of UCB were automatically transferred to Meridian, in accordance
with Pennsylvania law. Meridian, as the surviving corporation,
will be governed by the articles of incorporation and bylaws of
Meridian in effect immediately prior to the Effective Date.
Immediately prior to the completion of the Merger, 2,150,183
shares of UCB common stock were issued and outstanding. On the
Effective Date, each outstanding share of UCB common stock was
automatically converted into 5.0 shares of Meridian common stock.
A total of 10,750,915 shares of Meridian common stock was issued
in the Merger. Meridian paid cash to UCB shareholders in lieu of
issuing fractional shares of Meridian common stock, which
Meridian funded with cash on hand. On the Effective Date, the
last reported sale price of Meridian common stock, as reported on
NASDAQ/NMS, was $52.375 per share. Based on such price, the
aggregate consideration paid by Meridian, in common stock and
cash, to complete the Merger was approximately $563,079,173.
The Merger was treated as a pooling of interests for
financial accounting purposes and constitutes a tax-free
reorganization for federal income tax purposes.
The foregoing summary of the Merger is qualified in its
entirety by reference to the Agreement and the historical
financial statements of UCB which are incorporated herein by
reference.
Item 5. Other Events.
Pursuant to a Bank Plan of Merger dated as of May 23, 1995
between Meridian Bank, New Jersey ("MBNJ"), a wholly owned
banking subsidiary of Meridian, and United Counties Trust Company
("UCTC"), a wholly owned subsidiary of UCB, merged with and into
MBNJ with MBNJ surviving the merger (the "Bank Merger"). Upon
completion of the Bank Merger, the separate existence of UCTC
ceased. All property, rights, powers, duties, obligations and
liabilities of UCTC were automatically transferred to MBNJ, in
accordance with New Jersey law. MBNJ, as the surviving bank, is
governed by the charter and bylaws of MBNJ in effect immediately
prior to the Effective Date.
On the Effective Date, the directors of Meridian duly
elected and holding office immediately prior to the Effective
Date remained as directors of Meridian and Edward J. Hobbie, a
director of UCTC immediately prior to the Effective Date, was
elected to Meridian's Board of Directors.
The foregoing summary of the Bank Merger is qualified in its
entirety by reference to the Agreement, and the Bank Plan of
Merger filed as an exhibit thereto, which is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits.
(a) The financial statements of UCB required by Item 7(a)
of Form 8-K will be filed in an amendment to this Form
8-K as soon as practicable. Meridian expects that the
amendment containing such financial statements will be
filed on or before April 15, 1996.
(b) Pro forma financial information.
The pro forma financial information required by
Item 7(b) of Form 8-K will be filed in an amendment to
this Form 8-K as soon as practicable. Meridian expects
that the amendment containing such pro forma financial
information will be filed on or before April 15, 1996.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 23,
1995, between Meridian and UCB (incorporated
herein by reference to Exhibit 2.1 to Meridian's
Current Report on Form 8-K dated May 23, 1995.)
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SIGNATURE
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.
MERIDIAN BANCORP, INC.
Dated: March 11, 1996 By /s/ Michael J. Hughes
Michael J. Hughes
Senior Vice President
