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): August 31, 1999
LAKELAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
33-27312 22-2953275
(Commission File Number) (IRS Employer Identification No.)
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 973-697-2000
Not Applicable
(Former name of former address, if changed since last report)
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Item 5. Other Events
On July 15, 1999, Lakeland Bancorp, Inc. completed its acquisition of
High Point Financial Corp. by merging High Point into Lakeland. The merger was
accounted for as a pooling of interests under generally accepted accounting
principles.
The following consolidated financial statement of Lakeland is attached
as Exhibit 99.1:
1. Consolidated Statement of Income for the Two Months Ended August
31, 1999 (unaudited).
This income statement includes the combined financial results of
Lakeland and its three subsidiary banks through August 31, 1999, including The
National Bank of Sussex County which was acquired in the merger with High Point.
The income statement is filed with this Current Report on Form 8-K in compliance
with SEC Accounting Series Releases No. 130 and 135 and Section 201.01 of the
SEC's Codification of Financial Reporting Policies.
Lakeland is a bank holding company whose principal operating
subsidiaries prior to the merger were Lakeland Bank and Metropolitan State Bank,
each New Jersey chartered banking associations. Following the merger, Lakeland's
principal operating subsidiaries are Lakeland Bank, Metropolitan State Bank and
The National Bank of Sussex County. The corporate headquarters of Lakeland and
Lakeland Bank are located in Oak Ridge, New Jersey and the main office of
Metropolitan State Bank is located in Montville, New Jersey. The main office of
The National Bank of Sussex County is located in Branchville, New Jersey.
Item 7. Financial Statements and Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
Exhibit 99.1 Consolidated Statement of Income of Lakeland for the
Two Months Ended August 31, 1999 (unaudited).
<PAGE>
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.
LAKELAND BANCORP, INC.
/s/ Arthur L. Zande
Arthur L. Zande, Vice President
Dated: September 22, 1999
<PAGE>
EXHIBIT INDEX
Exhibit 99.1 Consolidated Statement of Income of Lakeland for the Two
Months Ended August 31, 1999 (unaudited).
Exhibit 99.1
LAKELAND BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
TWO MONTHS ENDED AUGUST 31, 1999
(Unaudited)
For the two
months ended
August 31, 1999
(in thousands,
except per share
and share
amounts)
INTEREST INCOME:
Loans and fees $ 6,354
Federal funds sold 234
Securities 2,635
_____
Total interest income 9,223
_____
INTEREST EXPENSE:
Deposits 3,225
Borrowed Money 158
_____
Total interest expense 3,383
_____
Net interest income 5,840
PROVISION FOR LOAN LOSSES 80
_____
Net interest income after
provision for loan losses 5,760
OTHER INCOME:
Service charges on deposit accounts 729
Gain on sale of investment securities 88
Other income 232
_____
Total other income 1,049
_____
OTHER EXPENSES:
Salaries and benefits 3,464
Occupancy expense, net 427
Furniture and equipment 351
Other 1,992
_____
Total other expenses 6,234
_____
INCOME BEFORE INCOME TAXES 575
INCOME TAXES 201
_____
NET INCOME $ 374
=====
Net income per common share
Basic $ 0.03
Diluted $ 0.03
Weighted average number of shares outstanding
Basic 12,661,462
Diluted 12,711,890
<PAGE>
LAKELAND BANCORP, INC.
NOTES TO CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
1. Basis of Presentation
The accompanying statement of income for the two months ended August
31, 1999 has been prepared by Lakeland Bancorp, Inc. (the "Company") and is
unaudited. In the opinion of the Company's management, all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
the Company's consolidated results of operations for the two months ended August
31, 1999 have been made. Certain information and footnote disclosures required
under generally accepted accounting principles have been condensed or omitted
from the consolidated statement of income and notes thereto presented herein
pursuant to the rules and regulations of the SEC. The consolidated statement of
income and notes thereto presented herein should be read in conjunction with the
Company's audited consolidated financial statements for the year ended December
31, 1998 and notes thereto included in the Company's Annual Report on Form 10-K
filed with the SEC. The results of operations for two months ended August 31,
1999 are not necessarily indicative of the results to be expected for any other
interim period or the entire fiscal year.
2. Merger Related Expenses
Other expenses include High Point Financial Corp.'s and The National
Bank of Sussex County's costs related to the merger of High Point into the
Company, including costs related to certain change in control agreements
previously entered into by High Point. The merger was completed on July 15,
1999.
