Vist Financial Corp – ‘8-K’ for 1/12/99

As of:  Friday, 1/22/99   ·   For:  1/12/99   ·   Accession #:  903594-99-5   ·   File #:  0-14555

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     13K 
 2: EX-99.1     Miscellaneous Exhibit                                  4     14K 
 3: EX-99.2     Miscellaneous Exhibit                                 69    260K 

8-K   —   Current Report
Document Table of Contents

8-K
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_________________________________________________________________               
_________________________________________________________________               

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               

Date of Report (Date of earliest event reported) January 12, 1999               

FIRST LEESPORT BANCORP, INC.                
(Exact name of registrant as specified in its charter)                

Pennsylvania              000-14555          23-2354007         
(State or other jurisdiction     (Commission       (IRS Employer                
of incorporation)          File Number)       Ident. No.)           

133 North Centre Avenue, Leesport, PA                   19533                   
(Address of principal executive offices)        (Zip Code)            

Registrant's telephone number, including area code (610) 926-2161               

N/A               
(Former name or former address, if changed since last report.)                

_________________________________________________________________               
_________________________________________________________________               

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Item 5.  Other Events.                                                          

On January 12, 1999, First Leesport Bancorp, Inc. ("First             
Leesport"), a Pennsylvania business corporation, entered into a                 
definitive merger agreement with Merchants of Shenandoah Ban-Corp               
("Merchants"), a Pennsylvania business corporation, providing for               
the merger of Merchants with and into First Leesport.  Merchants                
is the parent company of Merchants Bank of Pennsylvania.                        

The merger agreement provides that the holders of Merchants           
common stock will receive 1.5854 shares of First Leesport common                
stock if the average of the closing sales prices of First                       
Leesport common stock (the "First Leesport Market Price") for the               
thirty trading days prior to the merger is between $20.00 and                   
$28.00 per share.  If the First Leesport Market Price determined                
as of the effective date of the merger is less than $20.00,                     
shareholders of Merchants will receive for each share of                        
Merchants common stock such number of shares of First Leesport                  
common stock equal to $31.71 divided by the First Leesport Market               
Price determined as of the effective date of the merger.  If the                
First Leesport Market Price determined as of the effective date                 
of the merger is greater than $28.00, shareholders of Merchants                 
will receive for each share of Merchants common stock such number               
of shares of First Leesport common stock equal to $44.39 divided                
by the First Leesport Market Price determined as of the effective               
date of the merger.                                                             

Based on an exchange ratio of 1.584 shares of First Leesport          
common stock for each share of Merchants common stock, First                    
Leesport will issue a total of approximately 487,262 shares of                  
First Leesport common stock in the merger.  First Leesport will                 
treat the merger as a pooling of interests for financial                        
accounting purposes.                                                            

Under the terms of the merger agreement, three persons                
presently serving as directors of Merchants will be appointed to                
the First Leesport Board of Directors, one in each of Class I,                  
Class II and Class III.  One additional person presently serving                
as a director of Merchants will be appointed to the Board of                    
Directors of The First National Bank of Leesport.  Anthony R.                   
Cali, President and Chief Executive Officer of Merchants and MBP,               
will become an Executive Vice President of First Leesport and                   
will continue as President and Chief Executive Officer of MBP.                  
Raymond H. Melcher, Jr., President and Chief Executive Officer of               
First Leesport and The First National Bank of Leesport, will                    
continue in those capacities and will also be appointed to the                  
Board of Directors of MBP.                                                      

Completion of the merger is contingent upon the receipt of            
approval by the shareholders of both Merchants and First                        
Leesport, receipt of required regulatory approval and certain                   
other conditions, including receipt by First Leesport and                       
Merchants of a letter from First Leesport's auditors that the                   

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1 -  merger will be treated as a pooling of interests for
financial accounting purposes.                                                  

A copy of First Leesport's press release, dated January 12,           
1999, and a copy of the merger agreement are attached hereto as                 
Exhibits 99.1 and 99.2, respectively.  The foregoing description                
is qualified in its entirety by reference to the provisions of                  
the merger agreement attached hereto as Exhibit 99.2.                           

Item 7.  Financial Statements and Exhibits.                                     

(c)  Exhibits.                                                        

The following exhibits are filed herewith:                            

Exhibit Number                                                                  

99.1      Press Release dated January 12, 1999 of First               
Leesport Bancorp, Inc.                            

99.2      Agreement dated January 12, 1999 between First              
Leesport Bancorp, Inc. and Merchants of Shenandoah
Ban-Corp.                                         
PAGE 2                                                                      

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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 hereunto duly authorized.               

        FIRST LEESPORT BANCORP, INC.

Dated:  January 20, 1999                                                        
         By/s/ Raymond H. Melcher, Jr.
       Raymond H. Melcher, Jr.
President and   
       Chief Executive Officer

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/22/99							None on these Dates
		1/20/99		4
For Period End:		1/12/99		1		3
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