SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 27, 1999
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 of Incorporaton) (Commission File Number) (IRS Employer Identification No.)
One Penn Square
Lancaster, Pennsylvania 17602
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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)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 20, 1989, the Board of Directors of Fulton Financial Corporation
(the "Company") declared a dividend of one common share purchase right (an
"Original Right") for each outstanding share of common stock, par value $2.50
per share of the Company (the "Common Stock"). The dividend was paid to the
shareholders of record as of the close of business on July 6, 1989. On April
27, 1999, the Board of Directors approved an amendment to the Original Rights
and the agreement governing them ("Original Agreement") such that each Original
Right now represents a right (a "Right") to purchase one share of Common Stock
of the Company at a price of $90 (as the same may be adjusted, the "Purchase
Price") pursuant to the terms of an Amended and Restated Rights Agreement. The
amendment of the Original Rights shall take effect on April 27, 1999. The
description and terms of the Rights are set forth in the Amended and Restated
Rights Agreement, dated as of April 27, 1999, between the Company and Fulton
Bank, as Rights Agent (the "Amended Agreement").
The amendments to the Original Agreement and the Original Rights were
generally as follows: extending the Final Expiration Date (as that term is
defined in the original plan) from June 20, 1999 to April 27, 2009; resetting
the purchase price to $90.00 per share, subject to adjustment; amending the
Original Agreement to modify those situations in which directors may make
amendments to the agreement; and amending the Original Agreement in certain
nonsubstantive respects. The Amended Agreement contains the full text of all
amendments made. Other than as amended, the provisions provided for in the
Original Agreement were continued in the Amended Agreement.
Item 7. Exhibits.
Exhibit No. Description
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4 Amended and Restated Rights Agreement, which includes as Exhibit A the Form
of Rights Certificate and Form of Election to Purchase and as Exhibit B the
Summary of Rights.
99 Press Release, dated April 27, 1999.
SIGNATURE
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.
FULTON FINANCIAL CORPORATION
By: /s/ Rufus A. Fulton, Jr.
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Name: Rufus A. Fulton, Jr
Title: Chairman, President and
Chief Executive Officer
Dated: April 27, 1999
EXHIBIT INDEX
Exhibit No. Description
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4 Amended and Restated Rights Agreement, which includes as Exhibit A the Form
of Rights Certificate and Form of Election to Purchase and as Exhibit B the
Summary of Rights.
99 Press Release, dated April 27, 1999.