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UNITED STATES
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) May 18, 1999
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FULTON BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-21273 43-1754577
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(State or other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization File Number) Identification No.)
410 Market Street, Fulton, Missouri 65251
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(Address of Principal Executive Offices) (Zip Code)
(573) 642-6617
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(Registrant's Telephone Number, including Area Code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
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On May 18, 1999, Fulton Bancorp, Inc. ("Fulton"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Central Bancompany,
Inc. ("Central"). The Merger Agreement is filed as Exhibit 2.1 hereto and is
incorporated herein by reference. The Merger Agreement provides that a
wholly-owned subsidiary of Central will be merged with and into Fulton, with
Fulton being the surviving entity (the "Merger") and becoming a wholly-owned
subsidiary of Central. Immediately following the consummation of the Merger,
Fulton Savings Bank, F.S.B., a federally chartered savings association and
wholly-owned subsidiary of Fulton, will merge with and into The Central Trust
Bank, a trust company organized under the laws of the State of Missouri and a
subsidiary of Central.
Pursuant to the terms of the Merger Agreement, each share of Fulton common
stock, par value $.01 per share, issued and outstanding at the Effective Time of
the Merger, shall become and be converted into the right to receive $19.15 in
cash.
Consummation of the Merger is subject to various conditions, including the
approval of the shareholders of Fulton and the receipt of all requisite
regulatory approvals.
The press release issued by Fulton with respect to the Merger is filed
herewith as Exhibit 99.1.
The summary of the Merger Agreement is not complete and is qualified in
its entirety by reference to the complete text of such documents filed as an
exhibit herewith and incorporated herein by reference.
ITEM 7(C). FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit 2.1 Agreement and Plan of Merger, dated as of May 18, 1999, by and
between Central Bancompany, Inc. and Fulton Bancorp, Inc.
Exhibit 99.1 Press Release issued by Fulton Bancorp, Inc. on May 18, 1999.
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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 hereunto duly authorized.
FULTON BANCORP, INC.
Dated: May 21, 1999 By: \s\ Kermit D. Gohring
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Kermit D. Gohring
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger, dated as of May 18, 1999, by and
between Central Bancompany, Inc. and Fulton Bancorp, Inc.
Exhibit 99.1 Press Release issued by Fulton Bancorp, Inc. on May 18, 1999.
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