SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report - August 10, 2000 (Date
of earliest event reported) - (August 1, 2000)
FULTON FINANCIAL CORPORATION
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(Exact Name of Registrant as specified in its charter)
Pennsylvania 0-10587 23-2195389
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
One Penn Square, P.O. Box 4887, Lancaster, PA 17604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 291-2411
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Item 2. Acquisition of Assets.
On August 1, 2000, Fulton Financial Corporation ("Fulton") acquired
Skylands Financial Corporation ("Skylands"), a bank holding company
headquartered in New Jersey. The acquisition was accomplished by merging
Skylands with and into Fulton (the "Merger"). By virtue of this acquisition,
Fulton became the parent holding company of Skylands Community Bank ("SCB")
which is an FDIC-insured New Jersey bank with eight offices and total assets of
about $240 million. SCB is Fulton's thirteenth subsidiary bank and the sixth
subsidiary bank located outside of Pennsylvania. The Merger increases Fulton's
assets to approximately $6.4 billion and also increases to 160 the number of
banking offices operated by Fulton's subsidiary banks.
The Merger was consummated pursuant to the previously-announced
Agreement and Plan of Merger, dated as of February 23, 2000, and amended and
restated as of May 1, 2000 (the "Merger Agreement), between Fulton and Skylands.
In accordance with the terms of the Merger Agreement, each of the 2,533,889
issued and outstanding shares of the $2.50 par value common stock of Skylands
has been converted into .819 shares of the $2.50 par value common stock of
Fulton ("Fulton Common Stock"). Former stockholders of Skylands will receive
cash in lieu of fractional shares of Fulton Common Stock at the rate of $20.25
per share. All Skylands' options to purchase its common stock outstanding on the
closing date have been converted to options to acquire Fulton's Common Stock
pursuant to the Merger Agreement.
Pursuant to General Instruction F to Form 8-K, the Press Release dated
August 2, 2000, announcing the consummation of the Merger attached to this
Current Report as Exhibit 99.1 is hereby incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The acquisition of Skylands by Fulton does not involve a "significant
amount of assets" under the instructions of Form 8-K and thus no financial
statements of Skylands are required to be filed as part of this Report.
(b) Pro Forma Financial Information
The acquisition of Skylands by Fulton does not involve a "significant
amount of assets" under the instructions of Form 8-K and thus no pro forma
financial information with respect to Skylands is required to be filed as part
of this Report.
(c) Exhibits.
Pursuant to Item 7(c) of Form 8-K, Fulton hereby files the following
required exhibits in accordance with Item 601 of Regulation S-K:
Number Title
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*2 Agreement and Plan of Merger, dated as of February 23, 2000, and
amended and restated as of May 1, 2000, between Fulton Financial
Corporation and Skylands Financial Corporation.
99.1 Press Release dated August 2, 2000
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* Previously filed as an exhibit to the Registration Statement on Form S-4,
filed June 12, 2000 (File No. 333-37718).
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Fulton Financial Corporation has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
FULTON FINANCIAL CORPORATION
By: \s\ Rufus A. Fulton, Jr.
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Rufus A. Fulton, Jr.
Chairman, President and
Chief Executive Officer
Date: August 10, 2000
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EXHIBIT INDEX
Required Exhibits
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Number Title Page (in accordance with
- ------ ----- sequential numbering system)
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* 2 Agreement and Plan of Merger, dated as of
February 23, 2000, and amended and restated
as of May 1, 2000, between Fulton Financial
Corporation and Skylands Financial Corporation.
99.1 Press Release dated August 2, 2000
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* Previously filed as an exhibit to the Registration Statement on Form S-4,
filed June 12, 2000 (File No. 333-37718).
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