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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1999
FIRST LEESPORT BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-14555 23-2354007
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
133 North Center Avenue, Leesport, Pennsylvania 19533
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 926-2161
N/A
(Former name or former address,
if changed since last report.)
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<PAGE 1>
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The Consolidated Balance Sheets as of December 31, 1998
and 1997, and the Consolidated Statements of Income,
Consolidated Statements of Changes in Shareholders'
Equity and Consolidated Statements of Cash Flows for
the years ended December 31, 1998 and 1997 of Merchants
of Shenandoah Ban-Corp and subsidiary, and the Report
of Independent Auditors and related Notes to
Consolidated Financial Statements, are incorporated
herein by reference to Exhibit 99.1 hereof.
The Unaudited Consolidated Balance Sheets as of
June 30, 1999 and June 30, 1998, and the Unaudited
Consolidated Statements of Income for the six-month
periods ended June 30, 1999 and 1998 of Merchants of
Shenandoah Ban-Corp and subsidiary are incorporated
herein by reference to Exhibit 99.2 hereof.
(b) Pro forma financial information.
The pro forma financial statements of First Leesport
Bancorp, Inc. and Merchants of shenandoah Ban-Corp
required by Item 7(b) of Form 8-K are incorporated
herein by reference to Exhibits 99.3 and 99.4 hereof.
(c) Exhibits.
2.1 Agreement, dated as of January 12, 1999,
between First Leesport Bancorp, Inc. and
Merchants Bancorp, Inc.*
23 Consent of Stokes Kelly & Hinds, LLC.
99.1 Consolidated Balance Sheets as of December 31,
1998 and 1997, and the Consolidated Statements of
Income, Consolidated Statements of Changes in
Stockholders' Equity and Consolidated Statements
of Cash Flows for the years ended December 31,
1998 and 1997 of Merchants of Shenandoah Ban-Corp
and the Report of Independent Auditors and related
Notes to Consolidated Financial Statements are
incorporated herein by reference to pages F-2
through F-21 to the Form S-4/A Registration
Statement (No. 333-77075) of First Leesport
Bancorp, Inc. dated May 13, 1999 (the
"Registration Statement").
99.2 Unaudited Consolidated Balance Sheets as of
June 30, 1999 and June 30, 1998, and Unaudited
Consolidated Statements of Income, for the six
<PAGE 2>-month periods ended June 30, 1999 and
1998 of Merchants of Shenandoah Ban-Corp and
subsidiary.
99.3 Pro forma unaudited financial statements of First
Leesport Bancorp, Inc. and Merchants of Shenandoah
Ban-Corp at and for the six-month period ended
June 30, 1999.
99.4 Pro forma unaudited financial statements of First
Leesport Bancorp, Inc. and Merchants of Shenandoah
Ban-Corp at December 31, 1998, 1997 and 1996 are
incorporated herein by reference to pages 20
through 23 of the Registration Statement.
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*Previously Filed.
<PAGE 3>
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.
FIRST LEESPORT BANCORP, INC.
Dated: September 14, 1999
By /s/ Frederick P. Henrich
Frederick P. Henrich,
Chief Financial Officer
<PAGE 4>
EXHIBIT INDEX
Exhibit Number
23 Consent of Stokes Kelly & Hinds, LLC.
99.2 Unaudited Consolidated Balance Sheets as of
June 30, 1999 and June 30, 1998 and Unaudited
Consolidated Statements of Income for the
six-month periods ended June 30, 1999 and
1998 of Merchants of Shenandoah Ban-Corp and
subsidiary.
99.3 Pro forma unaudited financial statements of
First Leesport Bancorp, Inc. and Merchants of
Shenandoah Ban-Corp and for the six-month
period ended June 30, 1999.
<PAGE 5>
EXHIBIT 23
CONSENT OF STOKES KELLY & HINDS, LLC
We consent to the incorporation by reference in this
Amendment No. 1 to the Form 8-K of First Leesport Bancorp, Inc.
of our report dated January 16, 1998.
STOKES KELLY & HINDS, LLC
September 14, 1999 /s/ Stokes Kelly & Hinds, LLC
EXHIBIT 99.2
MERCHANTS OF SHENANDOAH BAN-CORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
JUNE 30, 1999 AND JUNE 30, 1998
June 30,
1999 1998
Cash and due from Banks $ 1,899,200 $ 1,176,200
Interest-bearing deposits with banks 274,000 736,900
Investment securities held to maturity 272,800 722,700
Investment securities available for
sale 24,458,300 21,304,100
Federal funds sold 678,000 1,341,000
Loans 32,508,300 29,131,400
Less: Unearned discount (253,400) (242,100)
Allowance for possible loan losses (389,700) (374,500)
Net loans 31,865,200 28,514,800
Bank premises and equipment 755,700 769,300
Other assets 895,900 684,800
TOTAL ASSETS $61,099,100 $55,249,800
LIABILITIES
Noninterest bearing deposits $ 3,888,000 $ 3,509,000
Interest bearing deposits 43,153,600 44,110,400
Total deposits 47,041,600 47,619,400
Other short term borrowings 1,000,000 0
Other long-term borrowings 5,500,000 0
Other liabilities 505,200 508,700
TOTAL LIABILITIES $54,046,800 $48,128,100
SHAREHOLDERS' EQUITY:
Common stock, $2 stated value;
1,000,000 shares authorized;
305,721 shares issued and
outstanding 611,400 611,400
Additional paid in capital 1,154,700 1,154,700
Retained earnings 5,531,000 5,249,300
Unrealized gain/loss available for
sale securities (244,800) 106,300
Deferred Pension Obligation 0 0
TOTAL STOCKHOLDERS' EQUITY $ 7,052,300 $ 7,121,700
<PAGE 1>
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $61,099,100 $55,249,800
<PAGE 2>
MERCHANTS OF SHENANDOAH BAN-CORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
Six months ended
June 30,
1999 1998
Interest income
Interest and fees on loans $1,309,300 $1,183,800
Interest and dividends on investment
securities:
Taxable interest 473,300 561,300
Nontaxable interest income 186,200 124,800
Interest on federal funds sold 28,700 24,400
Interest on deposits with banks 36,600 11,800
Total interest income 2,034,100 1,906,100
Interest expense:
Interest on deposits 807,000 856,300
Interest on short-term borrowings 25,500 200
Interest on long-term borrowings 125,600 0
Total interest expense 958,100 856,500
Net interest income 1,076,000 1,049,600
Provision for possible loan losses 12,000 15,000
Net interest income after provision
for possible loan losses 1,064,000 1,034,600
Other Operating Income
Securities gains (losses) 0 0
Service charges on deposit accounts 45,700 47,600
Other service charges, commissions
and fees 28,500 23,600
Other income 9,100 6,000
Total other operating income 83,300 77,200
Other Operating Expenses
Salaries and employee benefits 458,400 437,000
Net occupancy expense 58,800 57,200
Furniture and equipment expense 72,800 76,400
Other expenses 259,800 242,900
Total other operating expenses 849,800 813,500
Income Before Income Taxes 297,500 298,300
Income tax expense 43,500 53,400
<PAGE 3>
Net Income $ 254,000 $ 244,900
Average number of shares outstanding 305,721 305,721
Earnings per common share $ 0.83 $ 0.80
<PAGE 4>
EXHIBIT 99.3
PRO FORMA UNAUDITED COMBINED CONDENSED BALANCE SHEET
AS OF JUNE 30, 1999
(dollars in thousands)
<TABLE>
<CAPTION>
Pro Forma
Leesport Merchants Pro Forma Combined
<S> <C> <C> <C> <C>
Cash and cash
equivalents $ 6,853 $ 2,173 $ 9,026
Federal funds sold - 678 678
Securities 48,321 24,731 73,052
Loans receivable 201,054 32,255 233,309
Allowance for loan
losses (1,993) (390) (2,383)
Other assets 17,109 1,652 18,761
Total Assets $271,344 $61,099 $ - $322,443
Deposits 214,421 47,042 261,463
Federal funds purchased 7,600 - 7,600
Short-term borrowings 10,000 1,000 11,000
Long-term debt 15,500 5,500 21,000
Other liabilities 3,950 505 4,455
Total liabilities 251,471 54,047 - 305,518
Common stock 6,366 611 (611) A 8,789
2,423 A
Treasury stock (118) (118)
Surplus 4,417 1,155 (1,155) A 3,760
(657) A
Retained earnings 9,846 5,531 15,377
Accumulated other
comprehensive income (638) (245) (883)
Total Stockholders'
Equity 19,873 7,052 - 26,925
Total Liabilities and
Stockholders'
Equity $271,344 $61,099 $ - $332,443
</TABLE>
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A - Assumes that First Leesport will exchange 484,690 shares of
First Leesport common stock for 305,721 shares of Merchants
common stock. <PAGE 1>
PRO FORMA UNAUDITED COMBINED CONDENSES INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(dollars in thousands, except per share data)
First Pro Forma
Leesport Merchants Combined
Interest income $ 8,660 $ 2,034 $ 10,694
Interest expense 4,762 958 5,720
Net interest income 3,898 1,076 4,974
Provision for loan
losses 483 12 495
Net interest income
after provision
for loan losses 3,415 1,064 4,479
Other income 2,268 83 2,351
Other expenses 4,449 850 5,299
Income before income
taxes 1,234 297 1,531
Income taxes 349 43 392
Net income $ 885 $ 254 $ 1,139
Basic earnings per
share $ 0.70 $ 0.83 $ 0.65
Weighted average
number of shares
outstanding 1,264,655 305,721 1,749,345
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