Securities and Exchange Commission
Washington, DC 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) February 18, 1999
Sterling Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16276 23-2449551
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
101 North Pointe Boulevard, Lancaster, Pennsylvania 17601-4133
(Address of principal executive offices) (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 5 - OTHER EVENTS
On February 10, 1999, the Registrant, Sterling Financial Corporation
("Sterling"), signed a definitive agreement to acquire Northeast Bancorp,
Inc. ("Northeast Bancorp"), a Delaware corporation and a Maryland
bank holding company, and its wholly-owned subsidiary, First
National Bank of North East ("First National"), an $82 million community
bank based in North East, Maryland. The transaction is subject to obtaining
regulatory and Northeast Bancorp shareholder approval and, therefore,
the final closing is not expected until mid year 1999.
The acquisition will be effected by the merger of Northeast Bancorp with
and into Sterling Financial Interim Acquisition Corporation, a
wholly-owned subsidiary of Sterling. The surviving corporation shall be
Sterling Financial Interim Acquisition Corporation, which will change its
name to "Northeast Bancorp, Inc." First National will become a wholly-owned
subsidiary of Sterling.
Under the terms of the merger, Northeast Bancorp shareholders will
receive 2 shares of Sterling Common Stock for each share of
Northeast Bancorp's common stock.
On February 10, 1999, the Registrant issued a press release announcing the
foregoing agreement, which press release is attached as Exhibit 99 hereto
and incorporated herein by reference.
ITEM 7 - Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99 Press Release of Registrant, dated February 10, 1999,
re: Registrant's Acquisition of Northeast Bancorp, Inc. and
its wholly-owned subsidiary, First National Bank of Northeast
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.
Sterling Financial Corporation
By:
John E. Stefan, Chairman of the Board,
President and Chief Executive Officer
DATE February 18, 1999
EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
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
For Immediate Release
Contact: John E. Stefan, Chairman and President,
Sterling Financial - (717) 581-6030
John E. Hughes, President, First National
Bank of North East (410) 287-5000
STERLING FINANCIAL ANNOUNCES AGREEMENT TO PURCHASE
NORTHEAST BANCORP
LANCASTER, PA (February 10, 1999) Sterling Financial Corporation
(NASDAQ: SLFI), the bank holding company of Bank of Lancaster
County, N.A., announced today the execution of an agreement to
acquire Northeast Bancorp, Inc., the parent company of First National
Bank of North East, based in Maryland. The purchase, which is subject
to regulatory approval, will give Sterling Financial its first
banking presence outside of Pennsylvania.
Under the terms of the agreement, Northeast Bancorp shareholders will
receive two shares of Sterling Financial common stock for each share of
Northeast Bancorp's common stock in a tax-free exchange. Based upon a
recent trading price for Sterling Financial of $36.00 per share, the
transaction represents an exchange value of $72.00 for each common share
of Northeast Bancorp stock, and an aggregate transaction value of
approximately $24,400,000. Upon completion of the acquisition, the
combined company will have total assets of over $1 billion. The
acquisition is expected to be accounted for as a pooling.
Northeast Bancorp is an $82 million bank holding company for First National
Bank of North East, with four branches located in Cecil
County, Maryland. Established in 1903, First National Bank of North East
will continue to operate as a separate bank after the acquisition, retaining
its name and the bank's local decision-making structure.
John Stefan, Chairman and President of Sterling Financial stated, "It's
gratifying that in these days of mega mergers and acquisitions by large,
impersonal banks, two community banks can join forces for the benefit
of the shareholders and customers. This partnership is a natural fit
for both of our companies, and we are excited about the
opportunity to maximize existing synergies in our adjacent markets."
John Hughes, President of First National Bank of North East stated, "We are
extremely pleased to affiliate ourselves with Sterling Financial. Our two
organizations share the same core values and a strong commitment to
responsive, community banking. I am confident that our customers, employees and
shareholders will benefit by this affiliation with one of the truly
exceptional banks in this region."
Sterling Financial, a one-bank holding company with assets of $919 million,
is the holding company for Bank of Lancaster County. Established in
1863, Bank of Lancaster County provides a complete range of
personal and business banking products and financial services through
31 offices in south central Pennsylvania, as well as leasing
services through the bank's wholly-owned subsidiary, Town & Country,
Inc.
Effective December 1998, the Board of Directors of Sterling Financial
Corporation terminated the Common Stock Repurchase Program that was
previously approved on July 28, 1998.
