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 (Date of Earliest Event Reported): September 16, 1997
LAKELAND BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
New Jersey 33-27312 22-295275
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(Address of Principal Executive Offices) (Zip Code)
(201) 697-2000
(Registrant's Telephone Number, Including Area Code)
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NOTE: This amended Current Report on Form 8-K/A is being filed in order to
correct a typographical error in the third sentence of the first paragraph of
Item 5 of the Company's Current Report on Form 8-K, filed on September 22, 1997.
ITEM 5. OTHER EVENTS
On September 16, 1997, Lakeland Bancorp, Inc. ("Lakeland") and Metropolitan
State Bank ("MSB") issued a press release, a copy of which is attached hereto as
Exhibit 99.1, announcing that Lakeland and MSB had entered into an Agreement and
Plan of Reorganization, dated as of September 16, 1997 (the "Agreement"),
pursuant to which Lakeland will acquire MSB by creating an interim, wholly-owned
subsidiary state bank (the "Subsidiary Bank") and merging the Subsidiary Bank
with and into MSB (the "Merger"). Upon consummation of the Merger, MSB will
become a wholly-owned subsidiary of Lakeland and will continue to operate as a
separate New Jersey chartered state bank. Under the terms of the Agreement, each
share of MSB common stock will convert into common stock of Lakeland valued at
$26.20, subject to adjustment in certain circumstances and formulas applicable
to the valuation of such shares. The Merger is intended to be tax-free and to
qualify as a pooling of interests for financial reporting purposes. Consummation
of the Merger is subject to the satisfaction of certain conditions, including
the satisfactory completion of a due diligence review, the receipt of approval
by the shareholders of MSB and receipt of certain regulatory approvals.
The Agreement provides that MSB will pay to Lakeland a termination fee of
$500,000 plus certain legal fees and expenses if the Agreement is terminated
under certain circumstances.
The Agreement is filed as Exhibit 99.2 to the Company's Current Report on
Form 8-K, filed on September 22, 1997 (as amended by this Form 8-K/A), and is
incorporated herein by reference. The text of Item 5 of this Current Report on
Form 8-K/A is qualified in its entirety by reference to such Exhibit.
The Merger is expected to be consummated during the first half of 1998.
There can be no assurance, however, that the Merger will in fact be consummated.
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SIGNATURE
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.
LAKELAND BANCORP, INC.
Dated: September 23, 1997 By:/S/ Arthur L. Zande
________________________________
Arthur L. Zande
Executive Vice President
