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)
August 12, 1998
LITTLE FALLS BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
New Jersey 0-27010 22-3402073
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
86 Main Street, Little Falls, New Jersey 07424
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 256-6100
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Not Applicable
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(Former name or former address, if changed since last Report)
LITTLE FALLS BANCORP, INC.
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
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On August 12, 1998, Little Falls Bancorp, Inc., Little Falls, New
Jersey ("Bancorp"), and Skylands Community Bank, Hackettstown, New Jersey
("Skylands"), entered into an Agreement and Plan of Reorganizations and Merger
("Agreement"), pursuant to which, subject to the conditions and upon the terms
stated therein, Little Falls will merge with and into a new company
("Acquisition Corp.") organized to effect the reorganization, and Little Falls
Bank, the wholly owned subsidiary of Bancorp, will merge with and into Skylands
Bank. Skylands and Acquisition Corp. will be the surviving entities and operate
under the names of "Skylands Community Bank" and "Little Falls Bancorp, Inc.,"
respectively (the two mergers are collectively referred to herein as the
"Mergers").
In accordance with the Agreement, each share of the common stock, $.10
par value per share, of Bancorp ("Bancorp Common Stock") outstanding immediately
prior to the effective time of the Mergers (the "Effective Time") will at the
Effective Time be converted into one share of the common stock, $2.50 par value
per, share of Acquisition Corp. ("Acquisition Corp. Common Stock"), and each
share of the common stock, $2.50 par value per share, of Skylands ("Skylands
Common Stock") outstanding immediately prior to the Effective Time will at the
Effective Time be converted into the right to receive eight-tenths (.8) shares
of Acquisition Corp. Common Stock. Bancorp shareholders and Skylands
shareholders, upon completion of the Mergers, would own approximately 57% and
43% of Acquistion Corp., respectively. The Mergers will be accounted for as a
"pooling of interests."
Consummation of the transactions contemplated by the Agreement is
subject to the terms and conditions contained in the Agreement, including, among
other things, the receipt of approval of the Mergers by the respective
shareholders of Bancorp and Skylands and the receipt of certain regulatory
approvals. The Mergers and the transactions contemplated by the Agreement will
be submitted for approval at meetings of the shareholders of Bancorp and
Skylands in the fourth quarter of 1998. The forgoing is qualified in its
entirety by reference to the complete text of the Agreement, which is filed as
Exhibit 2.1 hereto and hereby incorporated herein by reference.
The Bancorp Common Stock is traded on the Nasdaq System under the
symbol "LFBI." Skylands Common Stock is traded on the Nasdaq System under the
symbol "SKCB."
Immediately following their execution and delivery of the
Agreement, Bancorp and Skylands entered into stock option agreements (the "Stock
Option Agreements") pursuant to one of which Skylands granted Bancorp the right,
upon the terms and subject to the conditions set forth therein, to purchase up
to 468,530 shares of Skylands Common Stock at a price of $15.00 per share, and
pursuant to the other of which Bancorp granted Skylands the right, upon the
terms and subject to the conditions set forth therein, to purchase up to 493,027
shares of Bancorp Common Stock at price of $19.75 per share. The forgoing
description of the Stock Option Agreements is qualified in its entirety by
reference to the complete texts of the Stock Option Agreements, which are filed
as Exhibits 99.1 and 99.2 hereto and hereby incorporated herein by reference.
Furthermore, Skylands has reserved the right to terminate in Agreement under
certain market conditions.
A copy of the press release, dated August 13, 1998, jointly issued by
Bancorp and Skylands is attached as Exhibit 99.3 hereto and is hereby
incorporated herein by reference.
A copy of the press release, dated August 14, 1998, issued by Bancorp,
announcing a teleconference regarding the Mergers on Monday, August 17, 1998 at
1:00 p.m., Eastern Standard Time, is attached as Exhibit 99.4 hereto and is
hereby incorporated herein
by reference.
A copy of the presentation to investors, dated August 15, 1998,
relating to the Mergers and given by Bancorp is attached as Exhibit 99.5 hereto
and is hereby incorporated by reference.
CONTAINED WITHIN AND INCORPORATED BY REFERENCE IN THIS CURRENT REPORT
ON FORM 8-K, INCLUDING THE EXHIBITS HERETO, ARE CERTAIN FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS INCLUDE CERTAIN ESTIMATES AND PROJECTIONS REGARDING
BANCORP, SKYLANDS AND THE COMBINED COMPANIES FOLLOWING THE MERGERS, INCLUDING
WITHOUT LIMITATION ESTIMATES AND PROJECTIONS RELATING TO THE PRO FORMA BUSINESS
AND ASSETS OF THE COMBINED COMPANIES, THE COST SAVINGS, REVENUE INCREASES AND
RESTRUCTURING CHARGES EXPECTED AS A RESULT OF THE MERGERS AND THE EXPECTED
IMPACT OF THE TRANSACTION ON EARNINGS PER SHARE OF THE CONSTITUENT COMPANIES.
SUCH STATEMENTS ARE NOT HISTORICAL FACTS AND INCLUDE EXPRESSIONS ABOUT
MANAGEMENT'S CONFIDENCE AND STRATEGIES AND MANAGEMENT'S EXPECTATIONS ABOUT THE
MERGER. THESE STATEMENTS MAY BE IDENTIFIED BY SUCH FORWARD-LOOKING TERMINOLOGY,
AS "EXPECT", "LOOK", "BELIEVE", "ANTICIPATE", "MAY", "WILL", OR SIMILAR
STATEMENTS OR VARIATIONS OF SUCH TERMS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE
CERTAIN RISKS AND UNCERTAINTIES AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THE RESULTS DISCUSSED IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT
CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, RISKS AND UNCERTAINTIES
RELATED TO THE CONSUMMATION AND EXECUTION OF THE MERGERS (INCLUDING INTEGRATION
ACTIVITIES), THE DIRECTION OF INTEREST RATES, CONTINUED LEVELS OF LOAN QUALITY
AND ORIGINATION VOLUME, CONTINUED
RELATIONSHIPS WITH MAJOR CUSTOMERS INCLUDING SOURCES FOR LOANS, SUCCESSFUL
COMPLETION OF THE IMPLEMENTATION OF YEAR 2000 TECHNOLOGY CHANGES, AS WELL AS THE
EFFECTS OF ECONOMIC CONDITIONS AND LEGAL AND REGULATORY BARRIERS AND STRUCTURE.
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS.
BANCORP ASSUMES NO OBLIGATION FOR UPDATING ANY SUCH FORWARD-LOOKING STATEMENTS
AT ANY TIME.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
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(c) Exhibits:
Exhibit 2.1 Agreement and Plan of Reorganization and Plans
of Merger, dated as of August 12, 1998, by and
among Little Falls Bancorp, Inc., Little Falls
Bank, Skylands Community Bank and Acquisition
Corp.
Exhibit 99.1 Stock Option Agreement, dated as of August 12,
1998 by and between Skylands Community Bank,
as issuer, and Little Falls Bancorp, Inc., as
grantee.
Exhibit 99.2 Stock Option Agreement, dated as of August 12,
1998 by and between Little Falls Bancorp,
Inc., as issuer, and Skylands Community Bank,
as grantee.
Exhibit 99.3 Joint Press Release, dated August 13, 1998.
Exhibit 99.4 Press Release, dated August 14, 1998.
Exhibit 99.5 Investor Presentation, dated August 15, 1998.
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.
LITTLE FALLS BANCORP, INC.
Date: August 17, 1998 By: /s/Leonard G. Romaine
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Leonard G. Romaine
President