SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT of 1934
September 1, 2004
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(Date of earliest event reported)
PARKVALE FINANCIAL CORPORATION
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(Exact name of Registrant as
Specified in its Charter)
Pennsylvania 000-17411 25-1556590
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
4220 William Penn Highway
Monroeville, Pennsylvania 15146
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (412) 373-7200
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
- --- 240.14d-2(b))
X Soliciting material pursuant to Rule 14a-12 under the Exchange
- --- Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
- --- Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
- --- Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On September 1, 2004, Parkvale Financial Corporation ("Parkvale"), a
Pennsylvania corporation and its wholly owned subsidiary Parkvale Savings Bank
entered into an Agreement and Plan of Reorganization dated September 1, 2004
with Advance Financial Bancorp, and its wholly owned subsidiary Advance
Financial Savings Bank, a federally charted savings bank. For a summary
description of the agreement, reference is made to the Form 8-K filed by
Parkvale on September 1, 2004, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibits are included with this Report:
Exhibit No. Description
2.1 Agreement and Plan of Reorganization
Stockholder Agreement -- Exhibit A
Agreement of Merger of Advance Acquisition Corp into
Advance Financial Bancorp -- Exhibit B
Agreement and Plan of Merger and Liquidation of Advance
Financial Bancorp by Parkvale Financial Corporation --
Exhibit C
Termination and Release Agreement -- Exhibit D
Consulting and Noncompetition Agreement -- Exhibit E
Amendment No. 1 to Employment Agreement, as Amended and
Restated on March 17, 2004, with Marc A. DeSantis --
Exhibit F-1
Amendment No. 1 to Employment Agreement, as Amended and
Restated on March 17, 2004, with Stephen M. Magnone --
Exhibit F-2
Amendment No. 1 to Employment Agreement, as Amended and
Restated on March 17, 2004, with Steve D. Martino --
Exhibit F-3
99.1* Press release, dated September 1, 2004
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* Incorporated herein by reference from the Form 8-K filed by Parkvale
on September 1, 2004.
Signatures
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 hereunto duly authorized.
September 8, 2004 Parkvale Financial Corporation
(Registrant)
By: /s/ Robert J. McCarthy, Jr.
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Robert J. McCarthy, Jr.
President and Chief Executive Officer
/s/ Timothy G. Rubritz
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Timothy G. Rubritz
Vice President and Chief Financial Officer