UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20459
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report: May 21, 1998
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Date of earliest event reported: March 27, 1998
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Commission File No. 0-10587
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FULTON FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2195389
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Penn Square, P.O. Box 4887 Lancaster, Pennsylvania 17604
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(Address of principal executive offices) (Zip Code)
(717) 291-2411
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(Registrant's telephone number, including area code)
Fulton Financial Corporation ("FFC") hereby amends its current report on Form
8-K dated March 31, 1998 to include the financial statements and pro-forma
financial information required by Item 7 of Form 8-K.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
The financial statements of Keystone Heritage Group, Inc. ("KHG") as of and
for each of the years in the three year period ended December 31, 1997 are
attached as Exhibit 99.2. KHG was acquired by FFC on March 27, 1998.
(b) Pro-Forma financial information
The unaudited pro-forma condensed balance sheet and the unaudited pro-form
condensed statement of income of FFC set forth below give effect, using the
pooling-of-interests method of accounting, to the acquisition of KHG. This
pro-forma information is based upon an exchange ratio of 2.288 shares of
FFC common stock for each share of KHG common stock (the exchange ratio
reflects the impact of the 5-for-4 stock split declared by FFC on April 14,
1998). The unaudited pro-forma combined balance sheet is presented as
though the merger between FFC and KHG was consummated as of December 31,
1997. The unaudited pro-forma combined condensed statement of income is
presented as though the merger was consummated at the beginning of 1997.
The unaudited pro forma financial information, including the notes thereto
set forth below, is not necessarily indicative of the financial condition
or results of operations of FFC as they would have been had the acquisition
of KHG occurred during the period presented or as they may be in the
future. The unaudited pro forma financial information set forth below
should be read in conjunction with the financial statements and footnotes
to financial statements of FFC, included in Items 8 and 14 of FFC's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, which are
hereby incorporated by reference, and the financial statements of KHG,
including the notes thereto, which are included in this Current Report
under Item 7(a).
Unaudited pro-forma financial information for the years ended December 31,
1996 and 1995 was previously filed with FFC's Registration Statement on
Form S-4 (File No. 333-41335) under the caption "Pro-Forma Combined
Financial Information," and is hereby incorporated by reference.
(c) Exhibits
23 Consent of KPMG Peat Marwick LLP.
/1/99.1 Financial Statements of FFC as of and for the three years ended
December 31, 1997.
99.2 Financial Statements of KHG as of and for the three years ended
December 31, 1997.
/2/99.3 Unaudited pro-forma financial information for the years ended
December 31, 1996 and 1995.
/1/Incorporated by reference to Items 8 and 14 of FFC's Annual Report on
Form 10-K for the fiscal year ended December
31, 1997.
/2/Incorporated by reference to "Pro-Forma Combined Financial Information"
of FFC's Registration Statement on Form S-4 (File No. 333-41335).
FULTON FINANCIAL CORPORATION
PRO-FORMA CONDENSED BALANCE SHEET (UNAUDITED)
DECEMBER 31, 1997
PRO-
FORMA
FFC KHG ADJ COMBINED
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ASSETS
Cash and Due from Banks $ 172,392 $ 24,593 $ 196,985
Interest-bearing deposits 1,042 200 1,242
Mortgage loans held for sale 1,118 828 1,946
Investment securities 854,575 137,005 (345)(b) 991,235
Loans, net 3,260,606 468,401 3,729,007
Premises and equipment 61,647 7,968 69,615
Accrued interest receivable 26,771 3,799 30,570
Other assets 82,672 5,801 85 (b) 88,558
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Total Assets $ 4,460,823 $ 648,595 ($260) $ 5,109,158
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LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 3,621,569 $ 556,265 $ 4,177,834
Short-term borrowings 236,762 12,145 248,907
Accrued interest payable 25,618 5,885 31,503
Other liabilities 53,885 3,816 57,701
Long Term debt 47,695 2,350 50,045
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Total Liabilities 3,985,529 580,461 0 4,565,990
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Shareholders' equity:
Common Stock 101,610 20,358 (2,152)(a) 119,816
Other shareholders' equity 373,684 47,776 2,152 (a) 423,352
(260)(b)
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Total shareholders' equity 475,294 68,134 (260) 543,168
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Total liabilities and shareholders' equity $ 4,460,823 $ 648,595 ($260) $ 5,109,158
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Notes to Pro Forma combined Balance Sheets:
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(a) Adjusts capital accounts to reflect the issuance of 2.288 shares of FFC
Common Stock, $2.50 par value per share, for each of the 3.9 million
shares of KHG Common Stock, $5.00 par value per share, outstanding.
(b) Transfer of 2,666 shares of KHG stock owned by FFC ($53,000 cost,
$148,000 market) and 6,050 shares of FFC stock owned by KHG ($50,000
cost, $197,000 market) to treasury.
FULTON FINANCIAL CORPORATION
PRO-FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1997
PRO-
FORMA
FFC KHG ADJ COMBINED
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Interest Income:
Loans, including fees $271,791 $39,460 $311,251
Investment securities 47,550 8,687 56,237
Other interest income 287 449 736
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Total Interest Income 319,628 48,596 0 368,224
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Interest Expense:
Deposits 124,786 20,605 145,391
Short-term borrowings 8,836 537 9,373
Long-term debt 3,396 321 3,717
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Total Interest Expense 137,018 21,463 0 158,481
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Net Interest Income 182,610 27,133 0 209,743
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Provision for Loan Losses 7,742 0 7,742
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Net Interest Income After
Provision for loan losses 174,868 27,133 0 202,001
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Other Income 41,055 7,159 48,214
Other Expenses 122,293 20,580 142,873
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Income Before Income Taxes 93,630 13,712 0 107,342
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Income taxes 28,431 4,442 32,873
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Net Income $65,199 $9,270 $0 $74,469
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Per-share Data:
Net Income (basic) 1.29 2.34 1.25
Net Income (diluted) 1.28 2.31 1.24