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 - December 15, 1998
FIRST LEESPORT BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
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State or other jurisdiction
of incorporation)
0-14555
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(Commission File
Number)
23-2354007
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(IRS Employer
Identification Number)
133 North Centre Avenue
Leesport, Pennsylvania
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(Address of principal executive offices)
19533
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(Zip Code)
Registrant's telephone number including area code: (610) 926-2161
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N/A
(Former name or former address, if changed since last report)
Page 1 of 8 Sequentially Numbered Pages
Index to Exhibits Found on Page 5
1
<PAGE>
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.
First Leesport Bancorp, Inc. (the "Registrant") completed the
acquisition of Essick & Barr, Inc., a Pennsylvania licensed insurance
agency, the merger of Registrant's wholly owned subsidiary, First
Leesport Insurance Acquisition Corporation with and into Essick &
Barr, with the surviving corporation taking the name of "Essick &
Barr, Inc.", and a corporate reorganization whereby Essick & Barr,
Inc. became a wholly owned subsidiary of The First National Bank of
Leesport, Registrant's wholly owned subsidiary and a second tier
subsidiary of the Registrant. The acquisition, merger and
reorganization was effected on December 7, 1998. The transaction was
effected pursuant to the terms and conditions of an Agreement and Plan
of Reorganization, dated September 17, 1998 among the parties.
The aggregate consideration exchanged and paid by Registrant in
the acquisition was Three Million Five Hundred Thousand Dollars
($3,500,000), which consisted of 73,284 shares of common stock issued
by Registrant and $1,715,000 paid in cash. The press release issued by
Registrant is attached as Exhibit 99 hereto and incorporated herein by
reference.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
2
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99 Press Release of Registrant, dated December 11, 1998,
re: Registrant's Acquisition of Essick & Barr, Inc.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
3
<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.
FIRST LEESPORT BANCORP, INC.
(Registrant)
Dated: December 15, 1998 By: /s/ Raymond H. Melcher, Jr.
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Raymond H. Melcher, Jr.
President and
Chief Executive Officer
4
<PAGE>
EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
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99 Press Release of Registrant, dated December 11, 1998 7
re: Registrant's Acquisition of Essick & Barr, Inc.
5
EXHIBIT 99
PRESS RELEASE
<PAGE>
PRESS RELEASE
THE FIRST NATIONAL BANK OF LEESPORT
133 North Centre Avenue
Leesport, PA 19533
Phone: (610) 926-9673
Fax: (610) 916-3024
For Additional Information, Please Contact Raymond H. Melcher, Jr.,
President and Chief Executive Officer, at (610) 926-2161
For Immediate Release - December 11, 1998
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LEESPORT BANK COMPLETES
ACQUISITION OF ESSICK & BARR
In a joint announcement, Raymond H. Melcher, Jr., President and Chief Executive
Officer of First Leesport Bancorp, Inc. and its wholly owned subsidiary The
First National Bank of Leesport, and Charles J. Hopkins, President of Essick &
Barr Insurance, have announced that the merger of Essick & Barr, Inc., a full
service insurance agency, into the First National Bank of Leesport was completed
on Monday, December 7, 1998. Under the terms of the previously announced merger
agreement, Essick & Barr will operate as a wholly owned subsidiary of The First
National Bank of Leesport under the direction of Charles J. Hopkins, President
and Michael D. Hughes, Senior Vice President. Other principals of Essick & Barr
are Jeffrey Power, David Grief and Mark Kunkle.
According to Raymond H. Melcher, Jr., President and Chief Executive Officer of
First Leesport Bancorp, Inc., "The combination of Essick & Barr and Leesport
Bank presents powerful combination of prominent financial service providers able
to deliver a diverse number of financial services to the residents of Berks
County and surrounding communities well into the millennium."
"The acquisition of Essick & Barr Insurance allows us to more fully serve our
customers," continued Melcher. "We believe that this is only the beginning of
more product and service diversification for Leesport Bank to benefit our
customers, employees and shareholders."
According to Charles J. Hopkins, President of Essick & Barr, Insurance, "We at
Essick & Barr believe strongly that the benefits we can bring to our clients by
joining forces with a top quality community bank like Leesport makes tremendous
sense. Because of Leesport Bank's clear vision of bundling financial services to
better serve the market in the future, the combination of Essick & Barr and the
Bank presents unlimited opportunities for growth and service to all of our
customers and client constituencies."
Essick & Barr Insurance is a 104-year old Berks County-based general insurance
firm located at 108 South Fifth Street, Reading. Essick & Bar offers a full line
of personal and commercial property and casualty insurance programs. The firm
also provides group insurance for businesses, employee benefits plans and all
forms of life insurance. Essick & Barr employs a staff of thirty-two.
<PAGE>
The First National Bank of Leesport was founded in 1909 and currently operates
full service community banking offices in Leesport, Blandon, Wyomissing Hills,
Rockland Plaza and Hamburg, with a seventh facility planned to open in Bern
Township in early 1999. The Bank also operates a limited service facility for
the residents and staff at Phoebe Berks Village, Wernersville. First Leesport
Bancorp, Inc. has total assets of $222 million as of November 30, 1998. First
Leesport Bancorp, Inc., is publicly traded on NASDAQ under the symbol FLPB.
Counties.
According to Raymond H. Melcher, Jr., President of First Leesport Bancorp, Inc.,
"The combination of Essick & Barr and The First National Bank of Leesport is a
powerful combination of financial service providers with a long tradition of
assisting the residents and business owners in Berks and the surrounding
communities to reach their financial goals."
"We believe our customers are increasingly demanding one-stop financial
shopping," Mr. Melcher continued. "We are regularly asked for referrals to
insurance agents and other financial service providers. The addition of Essick &
Barr Insurance to our banking company is a logical way to provide our customers
with professional consultation and property, casualty, and financial service
products."
"This is the beginning of more product and service diversification for First
Leesport Bancorp, Inc. that will benefit customers, employees and shareholders,"
Mr. Melcher concluded.
According to Charles J. Hopkins, President of Essick & Barr Insurance, "We
believe strongly that the benefits that we can bring to our clients by joining
with a top quality community bank makes tremendous sense. The First National
Bank of Leesport has a clear vision and a well developed plan to be a
prosperous, diversified financial services company into the new millennium."
Mr. Hopkins stated, "Ray Melcher's desire to expand Leesport's financial
services menu to better serve the market presents a very compelling reason for
us to join forces with The First National Bank of Leesport and First Leesport
Bancorp, Inc. The combined growth platform that Essick & Barr and the Bank will
have offers more opportunities for growth and service for all of our customer
and client constituencies."
Both Mr. Melcher and Mr. Hopkins noted that the consolidation of their companies
represents the first of its kind in Berks County.
The affiliation of the companies, as previously indicated, is expected to be
finalized during the fourth quarter, 1998, subject to regulatory approval.
First Leesport Bancorp, Inc. is listed on the NASDAQ Small Capital Market as
"FLPB". The First National Bank of Leesport is a $211,000,000 community bank
with full services offices in Leesport, Blandon, Breezy Corner, Hamburg, Reading
and Wyomissing Hills, and a limited service facility in Phoebe Berks Village,
Wernersville, Berks County.
