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 (Date of earliest event reported): December 31, 1996
PRIME BANCORP, INC.
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(Exact name of registrant as specified in charter)
Pennsylvania
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(State or other jurisdiction of incorporation)
0-17286 23-2860688
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(Commission File Number) (I.R.S. Employer
Identification No.)
7111 Valley Green Road, Fort Washington, Pennsylvania 19034-2209
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(Address of principal executive offices) (Zip Code)
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Item 2. Acquisition or Disposition of Assets.
On December 31, 1996, effective at 5:00:01 PM, Prime Bancorp.,
Inc. ("Prime"), a Delaware corporation and First Sterling Bancorp, Inc.
("First Sterling"), a Pennsylvania corporation, completed their mergers
with and into Prime Bancorp, Inc., a Pennsylvania corporation (the
"Registrant", known as "Prime Newco, Inc." prior to the consummation of the
transactions described herein). The Registrant is the surviving
corporation as a result of the mergers and is the successor to Prime and
First Sterling, including for purposes of future filings by the Registrant
pursuant to the requirements of the Securities Exchange Act of 1934. Such
transactions are further described in greater detail in the Registration
Statement No. 333-13741 on Form S-4 under the Securities Act of 1933, as
amended (the "Act"), and in Amendment No. 1 thereto filed with the
Securities and Exchange Commission (the "Commission") by the Registrant,
respectively, on October 8, 1996 and October 31, 1996 (together, the
"Registration Statement"), which was declared effective by the Commission
at 2:30 p.m. on November 4, 1996. The descriptions of such transactions in
the Registration Statement are hereby incorporated herein in their
entirety.
The Registrant's Articles of Incorporation and Bylaws (attached
as Exhibits 3.1 and 3.2 to the Registration Statement) contain certain
differences from the Delaware charter documents of Prime. The more
significant differences are described in the Registration Statement.
The Registrant's common stock continues to be traded on the
NASDAQ National Market under the symbol "PSAB".
Item 7. Financial Statements and Exhibits.
The following documents are hereby filed as part of this Form 8-K:
Exhibit 99. Additional Exhibits.
99.1 Press Release, issued by the Registrant on January 2, 1997.
99.2 Registration Statement No. 333-13741 on Form S-4 under the Act
and Amendment No. 1 thereto, as filed with the Commission,
respectively, on October 8, 1996 and on October 31, 1996, are
hereby incorporated herein in their entirety as Exhibits hereto.
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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 thereunto duly authorized.
PRIME BANCORP, INC.
/s/ James J. Lynch
By: James J. Lynch,
President and Chief
Executive Officer
Date: January 9, 1997
/s/ Michael J. Sexton
By: Michael J. Sexton,
Treasurer and Chief
Financial Officer
Date: January 9, 1997
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: JAMES J. LYNCH
(215) 836-2400
PRIME BANCORP, INC. COMPLETES FIRST STERLING MERGER
Fort Washington, PA (January 2, 1997). Today Prime Bancorp, Inc. announced
the December 31, 1996, completion of the First Sterling Bancorp, Inc.
merger. Simultaneously with the merger, Prime Bancorp, Inc. has now become
a Pennsylvania-chartered corporation, and is successor to the
Delaware-chartered corporation of the same name. The two primary operating
subsidiaries of Prime Bancorp, Inc. are Prime Bank and First Sterling Bank.
Prime Bank's 18 offices are in Eastern Montgomery County, Lower Bucks
County, and Northeast Philadelphia. First Sterling's 5 offices cover the
Main Line and Delaware County. Together, the Prime Bancorp franchise is
now 23 offices which span the Philadelphia region, stretching 35 miles from
Media, Delaware County, to Yardley, Bucks County.
The combined assets of the new Prime Bancorp, Inc. exceed $900 million.
Both banks specialize in offering high-quality banking services to both
businesses and consumers and share a common banking philosophy which
stresses customer service, product superiority, employee excellence and
increasing shareholder value.
President and CEO James J. Lynch commented: "Somewhere between the
larger megabanks and the smaller boutique banks is the right size bank --
The Prime Banks. Prime Bank and First Sterling Bank offer highly personal
service that is carefully blended with modern technology -- a combination
which delivers better banking services at a lower cost."
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