Fulton Financial 8-K 2005
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
FULTON FINANCIAL CORPORATION
(Exact Name of Registrant as specified in its charter)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
On January 11, 2005, Fulton Financial Corporation (Fulton) entered into a definitive Agreement and Plan of Merger (the Agreement) with SVB Financial Services, Inc. (Somerset). Under the Agreement, Somerset will merge (the Merger) with and into Fulton, with Fulton surviving, and all of the outstanding shares of the common stock of Somerset (Somerset Common Stock) will be converted into shares of the common stock of Fulton (Fulton Common Stock) or cash, or a combination of both. Following the Merger, Somersets wholly-owned banking subsidiary, Somerset Valley Bank, will continue operations as a subsidiary of Fulton.
Under the terms of the Agreement, shares of Somerset Common Stock will be exchanged for (i) shares of Fulton Common Stock on the effective date of the Merger based on an exchange ratio of .9519 shares of Fulton Common Stock for each share of Somerset Common Stock outstanding, subject to adjustment; (ii) $21.00 per share; or (iii) a combination of (i) and (ii). Each option to acquire shares of Somerset Common Stock which is outstanding on the effective date of the Merger will be exchanged for either (i) options to acquire Fulton Common Stock, with the number of shares subject to such options and the exercise price adjusted appropriately based on the exchange ratio; or (ii) cash for each option equal to the difference between the exercise price of the option and $21.00. Elections are subject to proration so that, in the aggregate, a minimum of 20% and a maximum of 40% of total consideration is paid in cash.
Consummation of the Merger is subject to various conditions, including, among others, the approval of the Merger by applicable bank regulatory authorities and the approval of the Agreement and the Merger by the shareholders of Somerset. In connection with the execution of the Agreement, Somerset has granted Fulton an option to acquire 1,008,775 shares (subject to adjustment) of Somerset Common Stock at an exercise price of $22.00 per share, such option to be exercisable only upon the occurrence of certain events.
In connection with the execution of the Merger Agreement, on January 11, 2005, Messrs. Corcoran and Brattlof entered into Employment Agreements with Somerset Valley Bank and Fulton Financial Corporation. The employment agreements become effective only upon consummation of the merger and provide for the continued employment of Messrs. Corcoran and Brattlof in their current positions with Somerset Bank as President and Chief Executive Officer and Executive Vice President and Chief Lending Officer, respectively, at their current levels of compensation following consummation of the merger. Messrs. Corcoran and Brattlof will both receive change of control payments in amounts provided for in their current Employment Agreements with Somerset Valley Bank. The Merger Agreement also permits Somerset to select one director to serve on Fultons board of directors.
Assuming that all conditions are satisfied without unexpected delay, it is anticipated that the effective date of the Merger will occur in the third quarter of 2005.
Pursuant to General Instruction F to Form 8-K, the press release announcing the execution of the Agreement is attached as an exhibit to this Current Report and is incorporated herein by reference.
Pursuant to Item 9.01(c) of Form 8-K, Fulton hereby files the following exhibits in accordance with Item 601 of Regulation S-K:
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.