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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) 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 Centre Avenue, Leesport, PA 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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Item 2. Acquisition or Disposition of Assets.
On July 1, 1999 (the "Effective Date"), First Leesport
Bancorp, Inc. ("First Leesport") and Merchants of Shenandoah Ban-
Corp ("Merchants") completed the merger (the "Merger")
contemplated by the Agreement and Plan of Merger dated as of
January 12, 1999 between such parties (the "Agreement"), a copy
of which Agreement was filed as Exhibit 2.1 to First Leesport's
Current Report on Form 8-K dated January 20, 1999. On the
Effective Date, pursuant to the Agreement, Merchants merged with
and into First Leesport, with First Leesport surviving the
Merger, the separate existence of Merchants ceased, and all
property, rights, powers, duties, obligations and liabilities of
Merchants were automatically transferred to First Leesport, in
accordance with Pennsylvania law. First Leesport, as the
surviving corporation, will be governed by the articles of
incorporation and bylaws of First Leesport in effect immediately
prior to the Effective Date. As a result of the Merger,
Merchants Bank of Pennsylvania, the wholly-owned banking
subsidiary of Merchants, became a wholly-owned banking subsidiary
of First Leesport.
Immediately prior to the completion of the Merger, 305,721
shares of Merchants common stock were issued and outstanding. On
the Effective Date each outstanding share of Merchants common
stock was automatically converted into 1.5854 shares of First
Leesport common stock. A total of approximately 484,690 shares
of First Leesport common stock was issued in the Merger. First
Leesport paid cash to Merchants shareholders in lieu of issuing
fractional shares of common stock, which First Leesport funded
with cash on hand. On the Effective Date, the last reported sale
price of First Leesport common stock, as reported on the NASDAQ,
was $20.50 per share. Based on such price, the aggregate
consideration paid by First Leesport to complete the Merger was
approximately $9.94 million.
First Leesport will treat the Merger as a pooling of
interests for financial accounting purposes. The Merger was a
tax-free reorganization for federal income tax purposes.
Item 5. Other Events.
On the Effective Date, the directors of First Leesport duly
elected and holding office immediately prior to the Effective
Date remained as directors of First Leesport and, in accordance
with the Agreement, Anthony R. Cali, President and Chief
Executive Officer of Merchants immediately prior to the Effective
Date, was elected to First Leesport's Board of Directors as a
Class I director (which class serves until First Leesport's 2001
annual meeting of shareholders), Roland C. Moyer, a director of
Merchants immediately prior to the Merger, was elected as a
Class II director (which class serves until First Leesport's 2002
annual meeting of shareholders), and Andrew J. Kuzneski was
<PAGE 1> elected to serve as a Class III director (which class
serves until First Leesport's 2000 annual meeting of
shareholders). In addition, Frank C. Milewski, a director of
Merchants immediately prior to the Merger, was elected a director
of The First National Bank of Leesport and Raymond H.
Melcher, Jr., President and Chief Executive Officer of First
Leesport and The First National Bank of Leesport, was elected a
director of Merchants Bank of Pennsylvania.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
First Leesport will file the financial statements
required by Item 7(a) of Form 8-K in an amendment to
this Form 8-K as soon as practicable. First Leesport
expects that the amendment containing such financial
statements will be filed on or before August 15, 1999.
(b) Pro forma financial information.
First Leesport is presently preparing the pro forma
financial statements required by Item 7(b) of Form 8-K.
Accordingly, First Leesport will file such pro forma
information in an amendment to this Form 8-K as soon as
practicable. First Leesport expects that the amendment
containing such pro forma financial information will be
filed on or before August 15, 1999.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of
January 12, 1999 between First Leesport and
Merchants (Incorporated herein by reference to
Exhibit 2.1 to First Leesport's Current Report on
Form 8-K dated January 20, 1999).
<PAGE 2>
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.
FIRST LEESPORT BANCORP, INC.
Dated: July 15, 1999
By /s/ Raymond H. Melcher, Jr.
Raymond H. Melcher, Jr.
President and
Chief Executive Officer
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