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) March 28, 2000
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
The following document is filed as an exhibit to this Form 8-K:
I. Registrant files this Current Report on Form 8-K to file
a Letter Agreement that is attached as Exhibit 99 to this
Current Report. Registrant originally filed the Letter
Agreement on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994, and must refile
the document to continue to incorporate it by
reference to filings with the Commission.
ITEM 7 - Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99 Letter Agreement between Sterling Financial
Corporation and Howard E. Groff, Sr. dated
June 30, 1994.
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:/s/ John E. Stefan
John E. Stefan, Chairman of the Board,
President and Chief Executive Officer
DATE March 28, 2000
EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
99 Letter Agreement between Sterling Financial
Corporation and Howard E. Groff, Sr. dated
June 30, 1994. ___
EXHIBIT 99
June 30, 1994
Howard E. Groff, Sr.
111 East State Street
Quarryville, PA 17566
Dear Howard:
The purpose of this letter is to set forth our mutual understanding
relating to the future disposition of shares of Sterling Financial
Corporation common stock which will be owned by you at the time of your
death and become part of your estate. These shares shall be referred to
within this letter as "shares."
What is to be accomplished by this letter of understanding is that
Sterling Financial Corporation (hereinafter referred to as "Sterling") is
afforded an opportunity to distribute the shares in a manner that
best suits its corporate objectives. Your estate is afforded an orderly
disposition of the shares which should achieve a fair market price of the
shares sold. This process will provide liquidity to your estate and
funds for the payment of taxes. Based on the above, the following will apply:
1. In the event of your death, Sterling will within 90 days
file with the Securities and Exchange Commission
a registration statement for 25%-45% of all shares owned
by you at the time of death with the exact percentage to
be determined by mutual agreement between the executor
of the estate and the bank. In no case, however,
shall the percentage be less than 25%.
2. Sterling will use its reasonable best effort to effect the
registration of such shares under the Securities and Exchange
Commission Act of 1993 as quickly as possible.
3. Upon effectiveness of the registration statement, Sterling
together with your estate representative will take
the necessary steps to sell the shares covered by the
registration statement. It will be Sterling's intention
to offer the shares first to its existing shareholders.
If all shares fail to sell, the remaining shares will be
offered to the following in descending order: Bank of
Lancaster County, N.A. customers; management of Sterling
and Bank of Lancaster County, N.A.; residents within Lancaster
County; and others as determined solely by Sterling.
The sale of the shares will be accomplished either directly
or through one or more investment banks
selected by Sterling. The offering and sale price
shall be the then share market value
of the shares as determined by Sterling in
consultation with investment bankers.
4. Sterling reserves the right to acquire at fair market value
for its own as some or all of the shares would
be offered. If Sterling exercises this right, the
fair market value shall be the average
between the low bid and high ask prices for shares
of Sterling common stock in the over-the-counter market
as reported by the National Quotation Bureau
for the trading days preceding the acquisition.
5. Sterling will pay all costs and expenses associated with
the performance of its obligations as required by
this letter except for usual and customary under-
writing fees, discounts and commissions, which will be
for the account of the seller.
6. This agreement shall be in lieu of, and shall replace and
supersede all other understandings and agreements
between you and Sterling relating to the purchase
or sale of the shares. This letter is for the benefit of
and will be binding upon Sterling, its successors and
assigns and upon you and your successors and
personal representatives unless revoked in writing signed
by both parties.
Very truly yours,
STERLING FINANCIAL
CORPORATION
/s/ John E. Stefan
John E. Stefan
Chairman of the Board,
President and Chief Executive
Officer
Accepted, intending to be legally bound
on this 30 day of June 1994.
/s/ Howard E. Groff
Howard E. Groff
