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)
June 12, 1996
PRIME BANCORP, INC.
(Exact name of registrant as specified in charter)
Delaware
(State of other jurisdiction of incorporation)
0-17286 23-2528428
(Commission File Number) (I.R.S. Employer
Identification No.)
6425 Rising Sun Avenue, Philadelphia, Pennsylvania 19111
(Address of principal executive offices) (Zip Code)
Item 2. Acquisition or Disposition of Assets
On June 12, 1996, Prime Bancorp, Inc. ("Prime") has entered into an Agreement
and Plan of Reorganization ("Agreement") with First Sterling Bancorp, Inc.
("FSB"). Under the terms of the Agreement, Prime will exchange one (1) share
of Prime common stock for each FSB share outstanding. This will result in
the issuance of approximately 1.56 million shares of Prime common stock to
the shareholders of FSB, and an indicated transaction value of approximately
$29 million based on Prime's current stock price. The transaction is based
on a fixed exchange ratio, and is expected to be accounted for a as pooling
of interests. The transaction is also expected to be tax-free to the
companies and their shareholders for federal income tax purposes.
Prime is the savings and loan holding company for Prime Bank ("the Bank"), a
Pennsylvania chartered stock savings bank. The Bank with approximately $625
million in assets, has 18 branches located in Philadelphia, Bucks and
Montgomery counties. Headquartered in Devon, Pennsylvania, FSB is the
holding company of First Sterling Bank ("First Sterling"), a Pennsylvania
state chartered commercial bank with approximately $229 million in assets.
First Sterling currently operates 4 branches located in Montgomery and
Chester counties and recently received approval for a fifth location in
Media, Delaware county.
The transaction is subject to customary regulatory approvals and is
anticipated to close on or about December 31, 1996.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a) Financial Statements of Business Acquired.
It is currently impracticable to provide the financial statements
and pro forma financial information required by Item 7 at this
time. Accordingly no such information is being filed at this time.
Rather such financial statements and information will be filed by
amendment hereto as soon as practicable, but not later than 60 days
after the date on which this Current Report on Form 8-K must be
filed.
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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.
Date: June 27, 1996 /s/ James J. Lynch
James J. Lynch
President and Chief
Executive Officer
Date: June 27, 1996 /s/ Michael J. Sexton
Michael J. Sexton
Treasurer and Chief
Financial Officer
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
28.5 Agreement and Plan of Reorganization
between Prime Bancorp, Inc. and
First Sterling Bancorp, Inc. dated
June 12, 1996....................... Filed herewith electronically
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