SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PREMIER BANCORP, INC.
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(Name of Issuer)
Common Stock, par value $0.33 per share
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(Title of Class of Securities)
74046J109
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(CUSIP Number)
Rufus A. Fulton, Jr.
President and Chief Executive Officer
Fulton Financial Corporation
One Penn Square
Lancaster, Pennsylvania 17604
(717) 291-2411
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 2003
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
The total number of shares reported herein is 835,000 shares, which
constitutes approximately 19.5% of the total number of shares of the issuer
outstanding as of January 16, 2003 (3,452,273) and the 835,000 shares issuable
under the Warrant described herein. Unless otherwise indicated, all ownership
percentages set forth herein assume that as of January 16, 2003 there were
3,452,273 shares of the issuer outstanding.
Page 1 of 11 Pages
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Cusip No: 74046J109
Page 2 of 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fulton Financial Corporation
IRS Employer Identification No. 23-2195389
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
Not Applicable
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
Not applicable
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7. SOLE VOTING POWER
SHARES 835,000/1/
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 835,000/1/
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
835,000/2/
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/1/ The Reporting Person disclaims beneficial ownership of these shares pursuant
to Rule 13d-4 under the Exchange Act.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
Not Applicable
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
14. TYPE OF REPORTING PERSON
CO, HC
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.33 per share
(the "Premier Common Stock"), of Premier Bancorp, Inc. ("Premier"), a
corporation organized and existing under the laws of the Commonwealth of
Pennsylvania and registered as a financial holding company under the Bank
Holding Company Act of 1956, as amended (the "BHC Act"). The principal executive
offices of Premier are located at 379 North Main Street, Doylestown,
Pennsylvania 18901.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is filed by Fulton Financial Corporation
("Fulton"), a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and registered as a financial holding company under
the BHC Act. Through its subsidiaries, Fulton provides a wide range of financial
services to individuals and businesses located in Pennsylvania, New Jersey,
Maryland and Delaware. Fulton's principal offices are located at One Penn
Square, Lancaster, Pennsylvania 17602.
Each executive officer and each director of Fulton is a citizen of the
United States. The name, business address and present principal occupation of
each director and executive officer of Fulton is set forth in Exhibit 1 to this
Schedule 13D and is specifically incorporated herein by reference.
(d)-(e) During the last five years, neither Fulton nor, to the best of
Fulton's knowledge, any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Fulton or
such person was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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/2/ The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Exchange Act. See Item 5 of this Schedule 13D.
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Pursuant to a Warrant Agreement dated as of January 16, 2003, between
Premier, as issuer, and Fulton, as grantee (the "Warrant Agreement"), Premier
has granted Fulton an option to purchase the shares of Premier Common Stock
covered by this Schedule 13D under certain circumstances (the "Warrant").
Specifically, the Warrant grants Fulton the right to purchase up to 835,000
shares of Premier Common Stock (the "Warrant Shares") (which represent 19.5% of
the number of shares outstanding on January 16, 2003, giving effect to the
issuance of the shares pursuant to an exercise of the Warrant), subject to
certain adjustments, at a price, subject to certain adjustments, of $17.85 per
share. The Warrant was granted by Premier in connection with an Agreement and
Plan of Merger, dated as of January 16, 2003 between Fulton and Premier (the
"Merger Agreement").
The exercise of the Warrant for the full number of Warrant Shares currently
covered thereby would require aggregate funds of approximately $14.9 million. It
is anticipated that, should the Warrant become exercisable and should Fulton
elect to exercise the Warrant, Fulton would obtain the funds for purchase from
working capital.
Copies of the Warrant Agreement and the Warrant are included as Exhibits
99.1 and 99.2 to the Current Report on Form 8-K filed by Fulton with the
Securities and Exchange Commission (the "SEC") on January 16, 2003 and are
incorporated herein by reference in their entirety.
ITEM 4. PURPOSE OF TRANSACTION.
In connection with the execution of the Merger Agreement, Premier and
Fulton executed the Warrant Agreement. The following description of the Warrant
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Warrant Agreement, which is incorporated herein in its
entirety.
Pursuant to the Warrant Agreement, Premier issued to Fulton a warrant (the
"Warrant") to purchase from Premier up to 835,000 fully paid and non-assessable
shares of Premier Common Stock at a price per share equal to $17.85, subject to
adjustment as provided for in the Warrant Agreement (such exercise price, as so
adjusted, is referred to herein as the "Exercise Price"). The effect of the
Warrant Agreement is to increase the likelihood that the Merger will occur by
making it more difficult and expensive for another party to acquire Premier and
to provide Fulton with compensation in the event of a third party offer for
Premier.
The Warrant may be exercised in whole or in part at any time or from time
to time on or after the occurrence of an Exercise Event (as defined below) until
termination of the Warrant. So long as the Warrant is owned by Fulton, it may be
exercised for no more than the number of shares of Premier Common Stock equal to
835,000 (subject to adjustment as described below) less the number of shares of
Premier Common Stock at the time owned by Fulton.
Under the terms of the Warrant and the Warrant Agreement, Fulton may
exercise the Warrant, in whole or in part, without the prior written consent
except upon or after the occurrence of any of the following prior to termination
of the Warrant (an "Exercise Event"): (i) a breach by Premier of any covenant
set forth in the Merger Agreement and which would permit a termination of the
Merger Agreement by Fulton pursuant to Section 8.1(b)(i) which occurs following
a
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bona fide proposal from any financially capable person (other than Fulton) to
engage in an Acquisition Transaction; (ii) the failure of Premier's shareholders
to approve the Merger Agreement at a meeting called for such purpose if at the
time of such meeting there has been an announcement by any financially capable
Person (other than Fulton) of a bona fide offer or proposal to effect an
Acquisition Transaction and such offer or proposal has not been publicly
withdrawn prior to mailing of the notice of the Premier shareholder meeting;
(iii) the acquisition by any Person of Beneficial Ownership of 25% or more of
the Common Stock (before giving effect to any exercise of the Warrant); (iv)(A)
any Person (other than Fulton) shall have commenced a tender or exchange offer,
or shall have filed an application with an appropriate bank regulatory authority
with respect to an Acquisition Transaction and, (B) within six (6) months from
such offer or filing, such person consummates an Acquisition Transaction; (v)
Premier shall have entered into an agreement, letter of intent, or other
understanding with any Person (other than Fulton) providing for such Person to
engage in an Acquisition Transaction; and/or (vi) termination of the Merger
Agreement by Fulton under Section 8.1(b)(iii) or termination of the Merger
Agreement by Premier under Section 8.1(c)(iii). As used in this Paragraph 2, the
terms "Beneficial Ownership" and "Person" shall have the respective meanings set
forth in Paragraph 7(f). For purposes of this Agreement, "Acquisition
Transaction" shall mean (x) a merger or consolidation or statutory share
exchange or any similar transaction involving Premier or a Premier Subsidiary,
(y) a purchase, lease or other acquisition of all or substantially all of the
assets of Premier or a Premier Subsidiary or (z) a purchase or other acquisition
of beneficial ownership of securities representing 25% or more of the voting
power of Premier or a Premier Subsidiary.
Any sale, assignment or transfer of the Warrant, in whole or in part, or
any sale, assignment or transfer of the Shares by Fulton, other than a sale to a
directly-owned subsidiary of Fulton, shall be subject to the right of first
refusal of Premier (or any assignee or assignees of Premier) at a price equal to
the written offer price that Fulton receives from a third party (other than a
directly-owned subsidiary of Fulton) and intends to accept. The right of first
refusal shall terminate 15 days after notice of Fulton's intention to sell has
been delivered to Premier.
The Warrant may be exercised by presentation and surrender thereof to
Premier at its principal office accompanied by (i) a written notice of exercise,
(ii) payment of the Exercise Price for the number of shares of Premier Common
Stock specified in such notice, and (iii) a certificate of the holder of the
Warrant (the "Holder") specifying the event or events which have occurred and
which entitle the Holder to exercise the Warrant. Upon such presentation and
surrender, Premier shall issue promptly to the Holder the number of shares of
Premier Common Stock to which the Holder is entitled. If the Warrant is
exercised in part, Premier will, upon surrender of the Warrant for cancellation,
execute and deliver a new Warrant entitling the Holder to purchase the balance
of the shares of Premier Common Stock issuable thereunder.
Generally, in the event of any change in the outstanding shares of Premier
Common Stock by reason of a stock dividend, stock split or stock
reclassification, the number and kind of shares or securities subject to the
Warrant and the Exercise Price shall be appropriately and equitably adjusted so
that the Holder shall receive upon exercise of the Warrant the number and class
of shares or other securities or property that the Holder would have received in
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respect of the shares of Premier Common Stock that could have been purchased
upon exercise of the Warrant if the Warrant could have been and had been
exercised immediately prior to such event. If, at any time after the Warrant may
be exercised or sold by Fulton, Premier has received a written request from
Fulton, Premier shall prepare, file and keep effective and current any
governmental approvals required in connection with the Warrant and/or the shares
of Premier Common Stock issued or issuable upon exercise of the Warrant. All
expenses incurred by Premier in complying with such governmental approvals will
be paid by Premier. Fulton will pay all expenses incurred by Fulton in
connection with such governmental approvals, including fees and disbursements of
its counsel and accountants, underwriting discounts and commissions, and
transfer taxes payable by Fulton.
The Warrant and the rights conferred thereby will terminate (i) upon the
Effective Time of the Merger provided for in the Merger Agreement, (ii) upon a
valid termination of the Merger Agreement (except a termination pursuant to
Section 8.1(b)(iii) of the Merger Agreement) unless an event described in
Paragraph 2 of the Warrant Agreement (including the occurrence of an event
described in paragraph (iv)(A) therein) occurs prior to such termination in
which case this Warrant and the rights conferred hereby, shall not terminate
until 12 months after the occurrence of such event, or (iii) to the extent this
Warrant has not previously been exercised, 12 months after the occurrence of an
event described in Paragraph 2 of the Warrant Agreement (unless termination of
the Merger Agreement in accordance with its terms (other than under Section
8.1(b)(iii) thereof) occurs prior to the occurrence of such event, in which case
(ii) above shall apply); except, however, that this Warrant and the Warrant
Agreement shall expire and be of no further force and effect as of 5:00 p.m. on
December 31, 2004.
Under the Warrant Agreement, Fulton has the right to require Premier to
repurchase the Warrant or, in the event the Warrant has been exercised in whole
or in part, redeem the shares obtained upon such exercise within 180 days of an
Exercise Event. In the case of a repurchase of shares obtained upon exercise of
the Warrant, the redemption price per share (the "Redemption Price") is to be
equal to the highest of: (i) 110% of the Exercise Price, (ii) the highest price
paid or agreed to be paid for any share of Common Stock by an Acquiring Person
(as defined below) during the one year period immediately preceding the date of
redemption, and (iii) in the event of a sale of all or substantially all of
Premier's assets or all or substantially all of a subsidiary of Premier's
assets: (x) the sum of the price paid in such sale for such assets and the
current market value of the remaining assets of Premier as determined by a
recognized investment banking firm selected by such Holder and reasonably
acceptable to Premier, divided by (y) the number of shares of Common Stock then
outstanding. If the price paid consists in whole or in part of securities or
assets other than cash, the value of such securities or assets shall be their
then current market value as determined by a recognized investment banking firm
selected by the Holder and reasonably acceptable to Premier.
In the case of a repurchase of the Warrant, the redemption price is to be
equal to the product obtained by multiplying: (i) the number of shares of
Premier Common Stock represented by the portion of the Warrant that Fulton is
requiring Premier to repurchase, times (ii) the excess of the Redemption Price
over the Exercise Price.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) By reason of its execution of the Warrant Agreement, pursuant to
Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, Fulton may be deemed to
have sole voting and sole dispositive power with respect to the Premier Common
Stock subject to the Warrant and, accordingly, may be deemed to beneficially own
835,000 shares of Premier Common Stock, or 19.5% of the Premier Common Stock
issued and outstanding as of January 16, 2003, giving effect to the issuance of
the shares pursuant to an exercise of the Warrant. However, because the Warrant
is exercisable only in the circumstances set forth in Item 4 of this Schedule
13D, none of which has occurred as of the date hereof, and would require the
approval of applicable bank regulatory authorities, Fulton expressly disclaims
any beneficial ownership of the 835,000 shares of Premier Common Stock which are
obtainable by Fulton upon exercise of the Warrant.
Except as set forth above, as of the date hereof, neither Fulton nor, to
the best of Fulton's knowledge, any of the individuals named in Schedule 1
hereto, is a beneficial owner of any Premier Common Stock.
(c) Except as set forth above, as of the date hereof, no transactions in
Premier Common Stock were effected during the past 60 days by Fulton or, to the
best of Fulton's knowledge, by any of the individuals named in Schedule 1
hereto.
(d) So long as Fulton has not purchased the Shares of Premier Common Stock
subject to the Warrant, Fulton does not have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Premier Common Stock.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described above, the Merger Agreement contains certain customary
restrictions on the conduct of the business of Premier, including certain
customary restrictions relating to the Premier Common Stock. Except as provided
in the Merger Agreement and the Warrant Agreements, neither Fulton nor, to the
best of Fulton's knowledge, any of the individuals named in Schedule 1 hereto,
has any contracts, arrangements, understandings, or relationships (legal or
otherwise), with any person with respect to any securities of Premier,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or Warrant arrangements, puts or calls, guarantees of
profits, division of profits or losses or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this Schedule 13D:
Exhibit 1 Name, business address and present principal occupation of each
director and executive officer of Fulton Financial Corporation.
Exhibit 2 Press Release dated January 16, 2003, relating to transactions
between Fulton Financial Corporation and Premier Bancorp, Inc.
(incorporated by reference to
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Exhibit 99.3 of Fulton Financial Corporation's Current Report
on Form 8-K filed on January 16, 2003).
Exhibit 3 Agreement and Plan of Merger dated as of January 16, 2003
between Fulton Financial Corporation and Premier Bancorp, Inc.
(incorporated by reference to Exhibit 2.1 of Fulton's Current
Report on Form 8-K filed on January 16, 2003).
Exhibit 4 Warrant Agreement dated as of January 16, 2003 between Premier
Bancorp, Inc., as issuer, and Fulton Financial Corporation, as
grantee (incorporated by reference to Exhibit 99.1 to Fulton
Financial Corporation's Current Report on Form 8-K filed on
January 16, 2003).
Exhibit 5 Warrant dated as of January 16, 2003 (incorporated by reference
to Exhibit 99.2 to Fulton Financial Corporation's Current
Report on Form 8-K filed on January 16, 2003).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
FULTON FINANCIAL CORPORATION
By:
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Charles J. Nugent
Senior Executive Vice President and
Chief Financial Officer
January 22, 2003
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EXHIBIT INDEX
Exhibit Description
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Exhibit 1 Name, business address and present principal occupation of each
director and executive officer of Fulton Financial Corporation.
Exhibit 2 Press Release dated January 16, 2003, relating to transactions
between Fulton Financial Corporation and Premier Bancorp, Inc.
(incorporated by reference to Exhibit 99.3 of Fulton Financial
Corporation's Current Report on Form 8-K filed on
January 16, 2003).
Exhibit 3 Agreement and Plan of Merger dated as of January 16, 2003,
between Fulton Financial Corporation and Premier Bancorp, Inc.
(incorporated by reference to Exhibit 2.1 of Fulton's Current
Report on Form 8-K filed on January 16, 2003.
Exhibit 4 Warrant Agreement dated as of January 16, 2003, between Premier
Bancorp, Inc., as issuer, and Fulton Financial Corporation, as
grantee (incorporated by reference to Exhibit 99.1 to Fulton
Financial Corporation's Current Report on Form 8-K filed on
January 16, 2003).
Exhibit 5 Warrant dated as of January 16, 2003 (incorporated by reference
to Exhibit 99.2 to Fulton Financial Corporation's Current
Report on Form 8-K filed on January 16, 2003.
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