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 (Date of earliest event reported)
October 9, 1996 (September 30, 1996)
FULTON FINANCIAL CORPORATION
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Pennsylvania 0-10587 23-2195389
- ---------------------------- ------------- ---------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
One Penn Square, P.O. Box 4887, Lancaster, PA 17604
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 291-2411
--------------
Item 5. Other Events
- ---------------------
On September 30, 1996, Fulton Financial Corporation ("FFC") and The
Woodstown National Bank & Trust Company ("WNB") entered into a Merger Agreement
(the "Agreement"), under the terms of which: (i) FFC will form an interim
national banking association as a wholly-owned subsidiary which will be merged
with and into WNB (the "Merger"), (ii) WNB will survive the Merger and (iii) all
of the outstanding shares of the $.22 par value common stock of WNB ("WNB Common
Stock") will be converted into shares of the $2.50 par value common stock of FFC
("FFC Common Stock"). FFC has total assets of approximately $3.7 billion, and
WNB has total assets of approximately $270 million. Assuming that the Merger is
consummated, WNB, a national banking association, will become a wholly-owned
subsidiary of FFC. The acquisition will be FFC's second in New Jersey and its
fourth outside of Pennsylvania.
Under the terms of the Agreement, shares of WNB Common Stock will be
exchanged for shares of FFC Common Stock on the effective date of the Merger
based on a conversion ratio of 1.6 shares of FFC Common Stock for each share of
WNB Common Stock outstanding. There are 1.8 million shares of WNB Common Stock
outstanding. By separate Warrant Agreement, FFC will have the right to acquire
358,200 shares of WNB Common Stock under certain conditions.
Prior to the announcement of the Merger, WNB Common Stock had been
infrequently traded in the local over-the-counter market. The closing bid price
for FFC Common Stock on the NASDAQ over-the-counter market was $20.00 on
September 27, 1996 (the day prior to the public announcement of the Merger).
Consummation of the Agreement is subject to various conditions,
including, among others, (i) the approval of the Merger by the Federal Reserve
Board and the Office of the Comptroller of the Currency, (ii) the approval of
the Merger by the shareholders of WNB, and (iii) the absence of any material
adverse change in the financial condition, business or future prospects of WNB.
Assuming that all conditions are satisfied without unexpected delay,
it is anticipated that the effective date of the Merger will occur during the
first quarter of 1997. It is also anticipated that the transaction will be
accounted for as a pooling of interests for financial reporting purposes.
2
FFC has announced an open market stock repurchase program of up to
500,000 shares beginning on July 1, 1996, under with approximately 76,000 shares
had been repurchased to date. Concurrent with the announcement of the Merger,
FFC announced that it has terminated its stock repurchase program.
Pursuant to General Instruction F to Form 8-K, the Press Release dated
September 30, 1996 announcing execution of the Agreement attached to this
Current Report as Exhibit 1 is hereby incorporated herein by reference.
Item 7. Financial Statement and Exhibits.
- -----------------------------------------
The following exhibits are attached to this Current Report.
1. Press Release dated September 30, 1996.
2. Merger Agreement between Fulton Financial Corporation and Woodstown
National Bank & Trust Company dated September 30, 1996.
3
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
Fulton Financial Corporation has caused this Report to be signed on its behalf
by the undersigned hereunto fully authorized.
FULTON FINANCIAL CORPORATION
By: /s/ Charles J. Nugent
------------------------------
Charles J. Nugent
Executive Vice President and
Chief Financial Officer
Date: October 9, 1996
4