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 - June 15, 1999
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16276 23-2449551
State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
101 North Pointe Boulevard
Lancaster, Pennsylvania
(Address of principal executive offices)
17601-4133
(Zip Code)
Registrant's telephone number including area code: (717) 581-6030
N/A
(Former name or former address, if changed since last report)
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 June 15, 1999, Registrant effected the acquisition of Northeast
Bancorp, Inc., as contemplated in the Agreement and Plan of
Reorganization dated as of February 10, 1999, by and among the
Registrant, Sterling Interim Acquisition Corporation, Northeast
Bancorp, Inc. and The First National Bank of North East.
A copy of the Agreement and its Exhibits constitute Annex A to
the Registrant's Registration Statement No. 333-76821 on Form S-4
filed with the Securities and Exchange Commission on April 22, 1999,
and as amended on May 12, 1999.
We include a copy of the Press Release announcing consummation of the
transaction as Exhibit 99 to this Current Report on Form 8-K.
A summary of the transaction follows. We qualify the summary in its
entirety by reference to the full text of the Agreement, incorporated
by reference in this Current Report.
General
Pursuant to the Agreement and to Articles of Merger, filed with the
Department of State of the State of Delaware, the parties effected the
merger of Northeast Bancorp, Inc. with and into Sterling Interim
Acquisition Corporation on June 15, 1999. Sterling Interim
Acquisition Corporation survived the merger and changed its name to
Northeast Bancorp, Inc.
The Articles of Incorporation and Bylaws of Sterling Interim
Acquisition Corporation as in effect immediately prior to the
merger, became the Articles of Incorporation and Bylaws of the
surviving corporation in the Merger, and
The directors and officers of Sterling Interim Acquisition
Corporation, immediately prior to the effective date of the
merger, became the officers and directors of the surviving
corporation.
Exchange of Shares
As consideration for the outstanding common stock of Northeast
Bancorp, Inc., the Registrant exchanged each outstanding share of
common stock of Northeast Bancorp, Inc. for 2 shares the Registrant's
common stock, as provided in the Agreement. In lieu of issuing
fractional shares, the Registrant will furnish any holder of common
stock of Northeast Bancorp, Inc., who is entitled to a fractional
share, with a check for the amount of cash equal to the
fraction of the share represented by the certificate, as
provided in the Agreement.
At the effective time of the merger, all of the 338,812 shares of
common stock that were issued and outstanding were converted
into the right to receive approximately 677,624 shares of the
Registrant's common stock.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
2 Agreement and Plan of Reorganization, dated February 10,
1999, by and among Sterling Financial Corporation, Sterling
Financial Interim Acquisition Corporation, Northeast
Bancorp, Inc. and The First National Bank of North East.
(Incorporated by reference to Annex A to the Registrant's
Registration Statement No. 333-76821 on Form S-4 filed
with the Securities and Exchange Commission on April 22,
1999, and as amended on May 12, 1999.)
99 Press Release of Registrant, dated June 15, 1999, re:
Registrant's Acquisition of Northeast Bancorp, Inc. and its
wholly-owned subsidiary, The First National Bank of North
East.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable.
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.
STERLING FINANCIAL CORPORATION
(Registrant)
Dated: June 29, 1999 /s/ John E. Stefan
John E. Stefan,
President and Chief Executive Officer
EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
2 Agreement and Plan of Reorganization, dated February
10, 1999, by and among Sterling Financial Corporation,
Sterling Financial Interim Acquisition Corporation,
Northeast Bancorp, Inc. and The First National Bank of
North East. (Incorporated by reference to Annex A to the
Registrant's Registration Statement No. 333-76821 on
Form S-4 filed with the Securities and Exchange
Commission on April 22, 1999, and as amended on
May 12, 1999.)
99 Press Release of Registrant, dated February 10, 1998, re: __
Registrant's Acquisition of Northeast Bancorp, Inc. and
its wholly-owned subsidiary, First National Bank of North
East.
EXHIBIT 99
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: John E. Stefan
(717) 581-6030
STERLING FINANCIAL CORPORATION ACQUIRES
THE FIRST NATIONAL BANK OF NORTH EAST
LANCASTER, PA., June 15 -- Sterling Financial Corporation (NASDAQ: SLFI)
is pleased to announce the consummation of the acquisition of Northeast
Bancorp, Inc., parent company of The First National Bank of North East,
headquartered in North East, Cecil County, Maryland. Shareholders of Northeast
Bancorp, Inc. will receive 2 shares of common stock
of Sterling Financial Corporation for each share of Northeast Bancorp, Inc.
common stock held as of record on May 12, 1999. A total of
approximately 677,624 shares of common stock will be issued by Sterling
Financial Corporation in connection with this transaction.
The affiliation was completed pursuant to an Agreement and Plan of
Reorganization dated February 10, 1999. Shareholders of Northeast
Bancorp, Inc. approved the Agreement at a Special Meeting of Shareholders
held on June 15,1999. The Agreement provides for Northeast Bancorp, Inc. and
The First National Bank of North East to become wholly-owned
subsidiaries of Sterling Financial Corporation.
John E. Stefan, President and Chief Executive Officer of Sterling Financial
Corporation said, "We are extremely pleased to have The First National Bank
of North East join our banking family, and are confident that the affiliation
will be beneficial to the consumers and businesses in the Cecil
County, Maryland area. Additionally, we view this
partnership as an opportunity for Sterling Financial Corporation to
further support the ideals of community banking in another local
marketplace. We will continue to support the deposit
and lending initiatives of The First National Bank of North East, as well
as look forward to introducing new financial products and services.
Sterling Financial Corporation is truly
gratified to become a part of the North East, Maryland community."
"The affiliation will have a positive effect on the community because
both organizations have the same personal service philosophy toward
customers," said John E. Hughes, President of The First National Bank of
North East. "Since The First National Bank of North East will
operate as an independent community bank, our customers will continue
to have the same familiar faces wait on them when conducting their banking
transactions."
As of June 15, 1999, Sterling Financial Corporation is a multi-bank
holding company with two wholly-owned subsidiaries -- Bank of Lancaster
County, N.A. and The First National Bank of North East. Total assets of
Sterling Financial Corporation now exceed $1 billion. Bank of Lancaster
County, N.A. serves its marketplace via a network of 30
community banking offices located throughout Lancaster County,
Pennsylvania and one office in Chester County, Pennsylvania. The First
National Bank of North East operates three full
service banking offices and one drive-through facility in the
Cecil County, Maryland.
June 15, 1999
