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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report - July 27, 2000
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania 0-16276 23-2449551
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State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
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101 North Pointe Boulevard
Lancaster, Pennsylvania 17601-4133
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number including area code: (717) 581-6030
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N/A
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Previously Disclosed.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 5. OTHER EVENTS.
Registrant files the Amendment to its Current Report on Form 8-K to
file Exhibits 99.3 and 99.4.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. The Consolidated
Balance Sheets as of December 31, 1999 and 1998, and the
Consolidated Statements of Income, Consolidated Statements of
Changes in Shareholders' Equity and Consolidated Statements of
Cash Flows for the three years ended December 31, 1999 of
Hanover Bancorp, Inc. and subsidiaries, and the Report of
Independent Auditors and related Notes to Consolidated
Financial Statements, are incorporated herein by reference to
Exhibit 99.2 hereof.
The Unaudited Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999, and the Unaudited Consolidated
Statements of Income and Cash Flows for the six-month periods
ended June 30, 2000 and 1999 of Hanover Bancorp, Inc. and
subsidiaries and related Notes to Consolidated Financial
Statements are incorporated herein by reference to Exhibit
99.3 hereof.
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(b) Pro forma financial information.
The pro forma financial statements of Sterling
Financial Corporation and Hanover Bancorp, Inc.
required by Item 7(b) of Form 8-K are incorporated
herein by reference to Exhibits 99.4 and 99.5 hereof.
(c) Exhibits:
2 Agreement and Plan of Reorganization, dated
as of January 25, 2000, by and between
Sterling Financial Corporation and Hanover
Bancorp, Inc. (Incorporated by reference to
Annex A to the Registrant's Registration
Statement No. 333-33976 on Form S-4 filed
with the Securities and Exchange Commission
on April 4, 2000, and as amended on April
28, 2000.)
99.1 Press Release of Registrant, dated July 27,
2000, re: Registrant's Acquisition of
Hanover Bancorp, Inc. and its wholly-owned
subsidiaries, Bank of Hanover and Trust
Company and HOVB Investment Co.
99.2 Consolidated Balance Sheets as of December
31, 1999 and 1998, and the Consolidated
Statements of Income, Consolidated
Statements of Changes in Shareholders'
Equity and Consolidated Statements of Cash
Flows for the three years ended December 31,
1999 of Hanover Bancorp, Inc and
subsidiaries and the Report of Independent
Auditors and related Notes to Consolidated
Financial Statements. (Incorporated herein
by reference to Hanover's Annual Report on
Form 10-K for the year ended December 31,
1999, filed with the Commission on March 17,
2000, and as amended on April 26, 2000.)
99.3 Unaudited Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999, and
Unaudited Consolidated Statements of Income
and Cash Flows for the six month periods
ended June 30, 2000 and 1999 of Hanover
Bancorp, Inc. and subsidiaries, and related
Notes to Consolidated Financial Statements.
99.4 Pro forma unaudited financial statements of
Sterling Financial Corporation and Hanover
Bancorp, Inc. at June 30, 2000 and for the
six month periods ended June 30, 1999 and
2000.
99.5 Pro forma unaudited financial statements of
Sterling Financial Corporation and Hanover
Bancorp, Inc. at December 31, 1999, and for
the years ended December 31, 1999, 1998 and
1997. (Incorporated herein by reference to
page 14 through 21 of the Registration
Statement.)
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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 amendment to Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
STERLING FINANCIAL CORPORATION
(Registrant)
Dated: September 26, 2000 /s/ Ronald L. Bowman
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Ronald L. Bowman
Vice President/Secretary
Principal Accounting Officer
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EXHIBIT INDEX
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Page Number
in Manually
Exhibit Signed Original
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2 Agreement and Plan of Reorganization, dated as of January
25, 2000, by and between Sterling Financial Corporation and
Hanover Bancorp, Inc. (Incorporated by reference to Annex A
to the Registrant's Registration Statement No. 333-33976 on
Form S-4 filed with the Securities and Exchange Commission on
April 4, 2000, and as amended on April 28, 2000.)*
99.1 Press Release of Registrant, dated July 27, 2000, re:
Registrant's Acquisition of Hanover Bancorp, Inc. and its
wholly-owned subsidiaries, Bank of Hanover and Trust
Company and HOVB Investment Co.*
99.2 Consolidated Balance Sheets as of December 31, 1999 and 1998,
and the Consolidated Statements of Income, Consolidated
Statements of Changes in Shareholders' Equity and
Consolidated Statements of Cash Flows for the three years
ended December 31, 1999 of Hanover Bancorp, Inc. and
subsidiaries and the Report of Independent Auditors and
related Notes to Consolidated Financial Statements.
(Incorporated herein by reference to Hanover's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with
the Commission on March 17, 2000, and as amended on April 26,
2000.)*
99.3 Unaudited Consolidated Balance Sheets as of June 30, 2000 and
December 31, 1999, and Unaudited Consolidated Statements of
Income and Cash Flows for the six month periods ended June
30, 2000 and 1999 of Hanover Bancorp, Inc. and subsidiaries,
and related Notes to Consolidated Financial Statements.
99.4 Pro forma unaudited financial statements of Sterling
Financial Corporation and Hanover Bancorp, Inc. at June
30, 2000 and for the six month periods ended June 30, 1999
and 2000.
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Page Number
in Manually
Exhibit Signed Original
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99.5 Pro forma unaudited financial statements of Sterling
Financial Corporation and Hanover Bancorp, Inc. at
December 31, 1999, and for the years ended December 31,
1999, 1998 and 1997. (Incorporated herein by reference to
page 14 through 21 of the Registration Statement.)*
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* Previously filed
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