-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OlwEr3+Pt8o02EYiJ930BJSc6z/Cabhgms/HcefcZLgYgiyZzrAQERfkBh3qyhYm QOw0msLFyC3OomhXTgLomg== 0001021408-01-511643.txt : 20020413 0001021408-01-511643.hdr.sgml : 20020413 ACCESSION NUMBER: 0001021408-01-511643 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011220 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20011221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAIN STREET BANCORP INC CENTRAL INDEX KEY: 0001060558 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232960905 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15501-01 FILM NUMBER: 1821350 BUSINESS ADDRESS: STREET 1: 601 PENN STREET CITY: READING STATE: PA ZIP: 19601 BUSINESS PHONE: 6106851400 MAIL ADDRESS: STREET 1: 400 WASHINGTON STREET CITY: READING STATE: PA ZIP: 19601 8-K 1 d8k.txt FORM 8-K FOR MAIN STREET BANCORP 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): December 20, 2001 MAIN STREET BANCORP, INC. ------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA ------------ (State or other jurisdiction of incorporation) 0-24145 23-2960905 ------- ---------- (Commission file number) (IRS employer ID) 601 Penn Street, Reading, PA 19601 ----------------------------- ----- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (610) 685-1400 NONE ---- (Former name, address and fiscal year, if changed since last report.) Item 5. Other Events and Regulation FD Disclosure. At a Special Meeting of Shareholders held on December 20, 2001, shareholders of Main Street Bancorp, Inc. (the "Corporation") approved the merger of the Company into Sovereign Bancorp, Inc. pursuant to an Agreement and Plan of Merger dated as of July 16, 2001, as amended. Closing on the merger is currently anticipated to occur on or about March 8, 2002. A copy of the Press Release announcing the shareholder approval of the merger is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release of Main Street Bancorp, Inc. dated December 20, 2001 regarding Special Meeting of Shareholders. 99.2 Press Release of Main Street Bancorp, Inc. dated December 20, 2001 regarding fourth quarter projected operating income. Item 9. Regulation FD Disclosure On December 20, 2001, the Corporation announced that its operating income, which excludes realized securities gains/losses, special charges and other one- time charges, net of taxes, is projected to be $0.30-0.32 per share for the fourth quarter of 2001. A copy of the Press Release announcing the Corporation's projected operating income for the fourth quarter of 2001 is filed herewith as Exhibit 99.2 and is incorporated herein by reference. SIGNATURES 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 thereunto duly authorized. Main Street Bancorp, Inc. Date: December 21, 2001 /s/ Brian M. Hartline ---------------------------------------- Brian M. Hartline, President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ------------------------ 99.1 Press Release of Main Street Bancorp, Inc. dated December 20, 2001 regarding Special Meeting of Shareholders. 99.2 Press Release of Main Street Bancorp, Inc. dated December 20, 2001 regarding fourth quarter projected operating income. EX-99.1 3 dex991.txt PRESS RELEASE DATED DECEMBER 20, 2001 Exhibit 99.1 [LOGO OF MAIN STREET BANCORP INC.] December 20, 2001 Contact: Brian M. Hartline, CEO or FOR IMMEDIATE RELEASE Robert A. Kuehl, CFO 610-685-1400 Main Street Bancorp, Inc. Shareholders Vote to Approve Merger with Sovereign Bancorp, Inc. READING, Pa. - Main Street Bancorp, Inc., ("Main Street") (NASDAQ/NMS: MBNK) the parent company of Main Street Bank, announced today its shareholders approved the agreement and plan of merger with Sovereign Bancorp, Inc. ("Sovereign") (NYSE: SOV), parent company of Sovereign Bank. "Today our shareholders approved the merger of Main Street into Sovereign. This marks the next phase in the evolution of banking in Berks County and the surrounding communities," said Brian M. Hartline, Main Street president and chief executive officer. "Because of the merger, our customers will benefit from an expanded line of products including retail, commercial banking, as well as non-FDIC insured financial products. Our shareholders will benefit by receiving Sovereign common stock, cash or a combination of Sovereign common stock and cash with a value of $16.10 per share. Because our companies share similar philosophies and goals, we believe our customers and communities will be well served in the future." "We are excited about the shareholders approval of the merger, and we welcome the Main Street employees, customers, and shareholders to Sovereign," said Jay S. Sidhu, Sovereign's president and chief executive officer. "This merger will position Sovereign as number one in market share in Berks County, and demonstrates our commitment to our hometown area and the surrounding areas where our customers and employees live and work." Pending regulatory approval, the merger is anticipated to be complete on March 8, 2002. The transaction, valued at approximately $170 million, will position Sovereign with the number one market share for Berks County, Pa., with over $1.0 billion of customer deposits on a pro forma basis, and the number two market share in the neighboring Schuylkill County. Additionally, Sovereign will gain a solid small business and middle market corporate banking team, which currently manages a portfolio of $500 million in loans throughout Main Street's footprint. Main Street Bancorp, Inc. is a bank holding company headquartered in Reading, Pa. The business of the company consists primarily of the operation of its banking subsidiary, Main Street Bank with, $1.5 billion in assets, which serves businesses and consumers through 39 full-service community offices under the bank names of Main Street Bank, Berks County Bank and Heritage Bank throughout Berks, Chester, Dauphin, Lehigh, Montgomery, and Schuylkill counties in Pennsylvania. The company's common stock is traded on The NASDAQ Stock Market(SM) under the symbol "MBNK." For more information visit www.msbnk.com. Sovereign is a $35 billion financial institution with approximately 510 community banking offices, over 1,000 ATMs, and about 7,500 team members in Pennsylvania, New Jersey, Connecticut, New Hampshire, Rhode Island and Massachusetts. Sovereign Bank is currently the third largest bank headquartered in Pennsylvania and the third largest in New England. On July 16, 2001, Sovereign entered into a definitive agreement with Main Street Bancorp, Inc. for Sovereign to acquire Main Street. This acquisition will result in Sovereign becoming a pro forma $36 billion financial institution with over 550 community banking offices reaching from north of Boston to south of Philadelphia. ### Editors Note: In addition to historical information, this information may contain "forward- looking statements" which are made in good faith by Main Street Bancorp, Inc. ("Main Street"), pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Main Street's strategies, goals, beliefs, expectations, estimates, intentions, financial condition, results of operations, future performance and business of Main Street and, therefore, involve risks and uncertainties that are subject to change based on various important factors, some of which, in whole or in part, are beyond Main Street's control. Numerous competitive, economic, regulatory, legal and technological factors, among others, could cause Main Street's financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements. Main Street cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statements takes into account the impact that any future acquisition may have on Main Street and any such forward-looking statement. Main Street does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by or on behalf of Main Street. ### EX-99.2 4 dex992.txt PRESS RELEASE DECEMBER 20, 2001 Exhibit 99.2 [LOGO OF MAIN STREET BANCORP INC.] December 20, 2001 Contact: Brian M. Hartline, CEO or FOR IMMEDIATE RELEASE Robert A. Kuehl, CFO 610-685-1400 Main Street Bancorp, Inc. Announces Projected Fourth Quarter Earnings READING, Pa. - Main Street Bancorp, Inc., (NASDAQ: MBNK) announced today operating income, which excludes realized securities gains/losses, special charges and other one-time charges, net of taxes, is projected to be $0.30-0.32 per share for the fourth quarter of 2001. Based upon this projection and the actual results for the first nine months of this year, the Company projects full year operating earnings to amount to $1.01-1.03 per share for the full year 2001. This exceeds the original projection for operating earnings of $0.92-0.97 that was announced in January 2001. Strong fee income coupled with the implementation of cost-saving initiatives in the second half of the year resulted in the improved performance in operating earnings per share. Additionally, the special meeting of shareholders to approve the plan of merger with Sovereign Bancorp, Inc., a $35 billion financial institution headquartered in Philadelphia, Pa., that was announced in July 2001 is scheduled for December 20, 2001 (10:00 a.m. Thursday) at the Lincoln Plaza in Reading, Pennsylvania. Shareholders of record at the close of business on November 1, 2001, will be entitled to vote on the merger. The merger is also subject to regulatory approval and is expected to close in the first quarter of 2002. Main Street Bancorp, Inc., a bank holding company headquartered in Reading, Pa., serves businesses and consumers through 39 full-service community offices under the bank names of Main Street Bank, Berks County Bank and Heritage Bank throughout Berks, Chester, Dauphin, Lehigh, Montgomery, and Schuylkill counties in Pennsylvania. The company's common stock is traded on The NASDAQ Stock MarketSM under the symbol "MBNK." For more information visit www.msbnk.com. ------------- In addition to historical information, this information may contain "forward- looking statements" which are made in good faith by Main Street Bancorp, Inc. ("Main Street"), pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Main Street's strategies, goals, beliefs, expectations, estimates, intentions, financial condition, results of operations, future performance and business of Main Street and, therefore, involve risks and uncertainties that are subject to change based on various important factors, some of which, in whole or in part, are beyond Main Street's control. Numerous competitive, economic, regulatory, legal and technological factors, among others, could cause Main Street's financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements. Main Street cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statements takes into account the impact that any future acquisition may have on Main Street and any such forward-looking statement. Main Street does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by or on behalf of Main Street. # # # -2- -----END PRIVACY-ENHANCED MESSAGE-----