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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 - July 27, 2000
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16276 23-2449551
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State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
101 North Pointe Boulevard
Lancaster, Pennsylvania 17601-4133
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(Address of principal executive offices) (Zip Code)
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.
On July 27, 2000, Registrant effected the acquisition of Hanover
Bancorp, Inc., as contemplated in the Agreement and Plan of Merger dated
as of January 25, 2000, by and between the Registrant and Hanover
Bancorp, Inc. A copy of the Agreement and its Exhibits constitute 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.
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 Commonwealth of Pennsylvania, the parties
effected the merger of Hanover Bancorp, Inc. with and into Sterling
Financial Corporation, effective at 5:00 p.m., on July 27, 2000.
Sterling Financial Corporation survived the merger. Bank of Hanover and
Trust Company and HOVB Investment Co. are subsidiaries of Registrant.
o The Articles of Incorporation and Bylaws of Sterling Financial
Corporation, as in effect immediately prior to the merger, remain the
Articles of Incorporation and Bylaws of the surviving corporation;
and
o The directors and officers of Sterling Financial Corporation,
immediately prior to the effective date of the merger, remain
Registrant's officers and directors. In addition, John E. Stefan,
President and Chief Executive Officer of Sterling, is a Director of
Bank of Hanover and Trust Company; J. Bradley Scovill, President and
Chief Executive Officer of Hanover Bancorp, Inc., is President and
Chief Executive Officer of Bank of Hanover and Trust Company, an
Executive Vice President of Registrant, a director of Registrant and
a member of the Sterling Management Committee. Terrence L. Hormel,
Chairman of the Board of Hanover Bancorp, Inc., is a director of
Registrant and of Registrant's subsidiary, Bank of Lancaster County,
N.A. Bertram F. Elsner, Vice Chairman of the Board of Hanover
Bancorp, Inc., is a director of Registrant. Chad M. Clabaugh,
Executive Vice President of Hanover Bancorp, Inc., is Executive Vice
President of Bank of Hanover and Trust Company, a Vice President of
Registrant and a member of the Sterling Management Committee.
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EXCHANGE OF SHARES
As consideration for the outstanding common stock of Hanover Bancorp,
Inc., Registrant exchanged each outstanding share of common stock of
Hanover Bancorp, Inc. for .93 shares of Registrant's common stock, as
provided in the Agreement. In lieu of issuing fractional shares, the
Registrant will furnish holders of common stock of Hanover Bancorp,
Inc., who are 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 3,884,189 shares of
Hanover common stock, issued and outstanding, and 130,047 options were
converted into the right to receive approximately 3,733,342 shares of
the Registrant's common stock.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 5. OTHER EVENTS.
Not Applicable.
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
June 30, 1999, and the Unaudited Consolidated Statements of Income,
Changes in Shareholders' Equity and Statements of Cash Flows for the
six-month periods ended June 30, 2000 and 1999 of Hanover Bancorp,
Inc. and subsidiaries 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 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
June 30, 1999, and Unaudited Consolidated Statements of Income,
Consolidated Statements of Changes in Shareholders' Equity and
Consolidated Statements of Cash Flows for the six month periods
ended June 30, 2000 and 1999 of Hanover Bancorp, Inc. and
subsidiaries.
99.4 Pro forma unaudited financial statements of Sterling Financial
Corporation and Hanover Bancorp, Inc. at and for the six-month
period ended June 30, 2000.
99.5 Pro forma unaudited financial statements of Sterling Financial
Corporation and Hanover Bancorp, Inc. at 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.
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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: July 28, 2000 /s/ John E. Stefan
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John E. Stefan,
President and Chief Executive 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 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
June 30, 1999, and Unaudited Consolidated Statements of
Income, Consolidated Statements of Changes in Shareholders'
Equity and Consolidated Statements of Cash Flows for the six
month periods ended June 30, 2000 and 1999 of Hanover
Bancorp, Inc. and subsidiaries.*
99.4 Pro forma unaudited financial statements of Sterling
Financial Corporation and Hanover Bancorp, Inc. at and for
the six-month period ended June 30, 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, 1998 and 1997. (Incorporated herein
by reference to page 14 through 21 of the Registration
Statement.)
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* To be filed by amendment within 60 days from the date hereof.
