SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
SECURITY OF PENNSYLVANIA FINANCIAL CORP.
- - - - ------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - - - ------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - - - ------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - - - ------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- - - - ------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - - - ------------------------------------------------------------------------
(5) Total fee paid:
- - - - ------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- - - - ------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - - - ------------------------------------------------------------------------
(3) Filing party:
- - - - ------------------------------------------------------------------------
(4) Date filed:
- - - - ------------------------------------------------------------------------
SECURITY OF PENNSYLVANIA
FINANCIAL CORP.
31 WEST BROAD STREET P.O. BOX 770 HAZLETON, PA 18201-0770
570-454-0824 FAX 570-455-9899
PRESS RELEASE
*FOR IMMEDIATE RELEASE*
NORTHEAST PENNSYLVANIA FINANCIAL CORP. ANNOUNCES AGREEMENT TO ACQUIRE
SECURITY OF PENNSYLVANIA FINANCIAL CORP.
Hazleton, Pennsylvania, June 2, 2000 - Northeast Pennsylvania Financial
Corp. (AMEX: NEP), (holding company for First Federal Bank) Hazleton,
Pennsylvania, and Security of Pennsylvania Financial Corp. (AMEX: SPN) also of
Hazleton, announced today the signing of a definitive agreement under which
Northeast will acquire Security and its wholly owned subsidiary Security
Savings Association of Hazleton.
Under the terms of the transaction, Security stockholders will receive
$17.50 for each share of Security common stock. The merger is subject to
certain conditions, including the approval of Security's stockholders and
regulatory approval. The merger is expected to be completed in the fourth
quarter of 2000.
"It is with great pleasure that we announce the acquisition of Security
Savings," said E. Lee Beard, President and Chief Executive Officer of Northeast
and First Federal. "This acquisition will result in First Federal becoming the
market share leader in the greater Hazleton area. We look forward to
continuing to emphasize the personal service and community banking focus that
our customers and Security's customers appreciate."
"We believe that this transaction is a terrific opportunity for our
stockholders and also will benefit our customers and the greater Hazleton
community," said Richard C. Laubach, President and Chief Executive Officer of
Security.
Northeast estimates cost savings opportunities to equal approximately 40%
of Security's annualized operating expenses, or $1.3 million pre-tax, by the
end of the combined companies first full year of operation. Northeast will
also seek opportunities to increase non-interest income in the consolidated
company. NEP expects the merger to be accretive to earnings per share in the
first year.
Northeast is the holding company of First Federal Bank, Northeast
Pennsylvania Trust Co. and Abstractors, Inc., a title insurance agency, which
serve greater Northeastern and Central Pennsylvania through thirteen full
service office locations and a loan production office. At March 31, 2000,
Northeast had total assets of $669.6 million and total deposits of $372.9
million.
Security is the holding company of Security Savings Association of
Hazleton, headquartered in Hazleton, Pennsylvania. Security Savings
Association of Hazleton has been serving its customers and community since
1889. It operates out of four offices in Luzerne and Carbon counties,
Pennsylvania. At March 31, 2000, Security had total assets of $134.4 million
and total deposits of $100.3 million.
Safe Harbor
This news release contains certain forward-looking statements about the
proposed merger of Northeast and Security. These statements include statements
regarding the anticipated closing date of the transaction, anticipated cost
savings, and anticipated future results. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or
current facts. They often include words like "believe," "expect,"
"anticipate," "estimate," and "intend" or future or conditional verbs such as
"will," "would," "should," "could" or "may." Certain factors that could cause
actual results to differ materially from expected include delays in completing
the merger, difficulties in achieving cost savings from the merger or in
achieving such cost savings within the expected time frame, difficulties in
integrating Northeast and Security, increased competitive pressures, changes in
the interest rate environment, changes in general economic conditions,
legislative and regulatory changes that adversely affect the business in which
Northeast and Security are engaged, and changes in the securities markets.
Northeast and Security do not undertake, and specifically disclaim any
obligation to publicly release the result of any revisions which may be made to
any forward looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Security will be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission (the "SEC").
STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the documents free of charge at
the SEC's website, www.sec.gov. In addition, documents filed with the SEC by
Security will be available free of charge from the Secretary of Security at
31 W. Broad Street, Hazleton, Pennsylvania 18201, telephone (570) 454-0824.
READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER.
Security, its directors, executive officers and certain other members of
management may be deemed to be participants in the solicitation of proxies to
approve the merger. Information about the participants may be obtained from
Security.
For further information contact:
E. Lee Beard, President/CEO or Patrick J. Owens, Jr., CFO/Treasurer
Northeast Pennsylvania Northeast Pennsylvania
Financial Corp. Financial Corp.
12 E. Broad Street 12 E. Broad Street
Hazleton, Pennsylvania 18201 Hazleton, Pennsylvania 18201
(570) 459-3706 (570) 459-3722
Richard C. Laubach, President/CEO
Security of Pennsylvania Financial Corp.
31 W. Broad Street
Hazleton, Pennsylvania 18201
(570) 454-0824