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 - July 13, 2001
(Date of earliest event reported) - (July 1, 2001)
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 2. Acquisition of Assets.
On July 1, 2001, Fulton Financial Corporation ("Fulton") acquired Drovers
Bancshares Corporation ("Drovers"), a bank holding company headquartered in
York, Pennsylvania. The acquisition was accomplished by merging Drovers with
and into Fulton (the "Merger"). By virtue of this acquisition, Fulton became
the parent holding company of The Drovers & Mechanics Bank ("Drovers Bank")
which is an FDIC-insured Pennsylvania bank with 17 offices in Pennsylvania and
total assets of about $828 million. Drovers Bank is Fulton's thirteenth
subsidiary bank. The Merger increases Fulton's assets to approximately $7.5
billion and also increases to 196 the number of banking offices operated by
Fulton's subsidiary banks.
The Merger was consummated pursuant to the previously-announced Agreement and
Plan of Merger, dated as of December 27, 2000 (the "Merger Agreement), between
Fulton and Drovers. In accordance with the terms of the Merger Agreement, each
of the approximately 5.2 million issued and outstanding shares of the no par
value common stock of Drovers has been converted into 1.302 shares of the $2.50
par value common stock of Fulton ("Fulton Common Stock"). Former stockholders
of Drovers will receive cash in lieu of fractional shares of Fulton Common Stock
at the rate of $21.07 per share. All Drovers' options to purchase its common
stock outstanding on the closing date have been converted to options to acquire
Fulton's Common Stock pursuant to the Merger Agreement.
Pursuant to General Instruction F to Form 8-K, the Press Release dated July 2,
2001, announcing the consummation of the Merger attached to this Current Report
as Exhibit 99.1 is hereby incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The acquisition of Drovers by Fulton does not involve a "significant
amount of assets" under the instructions of Form 8-K and thus no financial
statements of Drovers are required to be filed as part of this Report.
(b) Pro Forma Financial Information
The acquisition of Drovers by Fulton does not involve a "significant
amount of assets" under the instructions of Form 8-K and thus no pro forma
financial information with respect to Drovers is required to be filed as part of
this Report.
(c) Exhibits.
Pursuant to Item 7(c) of Form 8-K, Fulton hereby files the following
required exhibits in accordance with Item 601 of Regulation S-K:
Number Title
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* 2 Agreement and Plan of Merger, dated as of December 27, 2000
between Fulton Financial Corporation and Drovers Bancshares
Corporation.
99.1 Press Release dated July 2, 2001
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* Previously filed as an exhibit to the Registration Statement on Form S-4,
filed March 26, 2001 (File No. 333-57616).
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, Fulton
Financial Corporation has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
FULTON FINANCIAL CORPORATION
By: /s/ Charles J. Nugent
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Charles J. Nugent
Senior Executive Vice President and
Chief Financial Officer
Date: July 12, 2001
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EXHIBIT INDEX
Required Exhibits
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Number Title Page (in accordance with
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sequential numbering system)
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* 2 Agreement and Plan of Merger, dated as of December 27, 2000
between Fulton Financial Corporation and Drovers Bancshares
Corporation.
99.1 Press Release dated July 2, 2001
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* Previously filed as an exhibit to the Registration Statement on Form S-4,
filed March 26, 2001 (File No. 333-57616).
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