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 28, 1997
Date of earliest event reported - August 15, 1997
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 5. Other Events
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(a) On August 15, 1997, Fulton Financial Corporation ("FFC") and Keystone
Heritage Group, Inc. ("KHG") entered into a Merger Agreement (the "Agreement"),
under the terms of which (i) KHG will be merged with and into FFC (the
"Merger"), and (ii) all of the outstanding shares of the common stock of KHG,
par value $5.00 per share ("KHG Common Stock"), will be converted into shares of
the common stock of FFC, par value $2.50 per share ("FFC Common Stock"). FFC has
total assets of approximately $4.2 billion, and KHG has total assets of
approximately $634 million. Assuming that the Merger is consummated, FFC
anticipates that Lebanon Valley National Bank, KHG's sole banking subsidiary,
will merge with an existing bank subsidiary of FFC and the resulting bank from
such merger will transfer certain of its branch offices to other existing bank
subsidiaries of FFC.
Under the terms of the Agreement, shares of KHG Common Stock will be
exchanged for shares of FFC Common Stock on the effective date of the Merger
based on a conversion ratio of 1.83 shares of FFC Common Stock for each share of
KHG Common Stock outstanding. There are 3,951,583 shares of KHG Common Stock
outstanding. By separate Warrant Agreement, FFC will have the right to acquire
981,740 shares of KHG Common Stock under certain conditions.
The KHG Common Stock is traded on the American Stock Exchange under the
symbol "KHG". The closing sale price for KHG Common Stock on the American Stock
Exchange was $36.75 on August 14, 1997 (the day prior to the public announcement
of the Merger). The closing bid price for FFC Common Stock on the NASDAQ over-
the-counter market was $28.875 on August 14, 1997.
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 Pennsylvania Department of Banking, (ii) the approval of the Merger by the
shareholders of KHG, and (iii) the absence of any material adverse change in the
financial condition or operating results of KHG.
Assuming that all conditions are satisfied without unexpected delay, it is
anticipated that the effective date of the Merger will occur during the first or
second quarter of 1998. It is also anticipated that the transaction will be
accounted for as a pooling-of-interests for financial reporting purposes.
Pursuant to General Instruction F to Form 8-K, the Press Release dated
August 15, 1997 announcing execution of the Agreement attached to this Current
Report as Exhibit 1 is hereby incorporated herein by reference.
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Item 7. Financial Statement and Exhibits.
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The following exhibits are attached to this Current Report.
1. Press Release dated August 15, 1997.
2. Merger Agreement between Fulton Financial Corporation and Keystone
Heritage Group, Inc. dated as of August 15, 1997.
3. Warrant Agreement between Fulton Financial Corporation and Keystone
Heritage Group, Inc. dated as of August 15, 1997.
4. Warrant dated as of August 15, 1997.
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SIGNATURES
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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/ Rufus A. Fulton, Jr.,
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Rufus A. Fulton, Jr.,
President and Chief Executive
Officer
Date: August 28, 1997
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