U. S. 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 - September 17, 1998
FIRST LEESPORT BANCORP, INC.
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(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
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(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
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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.
On September 17, 1998, the Registrant, Registrant's wholly owned
subsidiary The First National Bank of Leesport, Registrant's wholly
owned subsidiary First Leesport Insurance Acquisition Corporation
("Acquisition Corporation"), and the Pennsylvania licensed insurance
agency and broker Essick & Barr, Inc. ("Essick") executed a definitive
Agreement and Plan of Reorganization (the "Agreement") by which Essick
will merge with and into the Acquisition Corporation. (The Acquisition
Corporation's sole purpose is to facilitate the transactions
contemplated by the Agreement.) The resulting company will be named
"Essick & Barr, Inc." and will be a wholly owned subsidiary of the
Registrant. The aggregate consideration to be exchanged and paid by
Registrant in the acquisition will be Three Million Five Hundred
Thousand Dollars ($3,500,000), approximately 51% of which shall
constitute common stock issued by Registrant and approximately 49% of
which shall be paid in cash. The merger is to become effective during
the fourth quarter 1998, subject to regulatory approval. 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 September 17, 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: September 22, 1998 /s/ Raymond H. Melcher, Jr.
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Raymond H. Melcher, Jr.
President and
Chief Executive Officer
4
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
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99 Press Release of Registrant, dated September 17, 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 - September 17, 1998
ESSICK & BARR INSURANCE
Signs Definitive Agreement to be Fully Owned
Subsidiary of THE FIRST NATIONAL BANK OF LEESPORT
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 a merger of their companies
to become effective during the fourth quarter 1998.
Essick & Barr will become a subsidiary of The First National Bank of
Leesport. The transaction includes an exchange of common stock and cash.
Mr. Hopkins will continue to serve as President of Essick & Barr and
Michael D. Hughes will continue as Senior Vice President of Essick & Barr. In
addition, Jeffrey M. Power and David J. Groif will continue to lead the
Financial Services Division. The insurance agency will continue to operate in
its present office at 108 South Fifth Street, Reading, Pennsylvania. No changes
to the Essick & Barr operation are planned.
The First National Bank of Leesport, founded in 1909, has continuously
served the Berks County retail and business community for 89 years. Essick &
Barr Insurance was founded 104 years ago in Reading, and serves both personal
and commercial customers primarily located in the Berks, Schuylkill, and
Montgomery 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."
<PAGE>
"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.
