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Section 1: 8-K (CURRENT REPORT)

UNITED STATES
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): May 23, 2019
______________________________

Fulton Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania 0-10587 23-2195389
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)

One Penn Square
Lancaster, Pennsylvania 17604
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 717-291-2411

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $2.50 FULT Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]


Item 8.01 - Other Events.

Fulton Financial Corporation (“Fulton”) today announced that the Board of Governors of the Federal Reserve System had terminated the Cease and Desist Order Issued Upon Consent (the “Consent Order”) issued to Fulton and its banking subsidiary, Lafayette Ambassador Bank, on September 4, 2014. The Consent Order related to identified deficiencies in the Bank Secrecy Act and anti-money laundering (“BSA/AML”) compliance program at Fulton and Lafayette Ambassador Bank. The Consent Order was the last to be terminated of a series of similar consent orders issued to Fulton and its banking subsidiaries related to Fulton’s BSA/AML compliance program.

The press release issued by Fulton containing the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K, including the Exhibits hereto, may contain forward-looking statements with respect to Fulton’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward looking statements may include projections of, or guidance on, Fulton’s future financial performance, expected levels of future expenses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in Fulton’s business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of Fulton’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Fulton’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Fulton undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A discussion of certain risks and uncertainties affecting Fulton, and some of the factors that could cause Fulton’s actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Fulton’s Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which have been filed with the Securities and Exchange Commission and are available in the Investor Relations section of Fulton’s website (www.fult.com) and on the Securities and Exchange Commission’s website (www.sec.gov).

Item 9.01 Financial Statements And Exhibits.

Exhibit No.      Description
99.1 Press Release dated May 23, 2019.


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.

 

FULTON FINANCIAL CORPORATION
 
Date: May 23, 2019
By:   /s/ Daniel R. Stolzer
Daniel R. Stolzer
Senior Executive Vice President and
Chief Legal Officer


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Section 2: EX-99.1 (PRESS RELEASE DATED MAY 23, 2019)

Exhibit 99.1

FULTON FINANCIAL
CORPORATION

FOR IMMEDIATE RELEASE
Media Contact: Laura Wakeley (717) 291-2616
Investor Contact: Jason Weber (717) 327-2394

Fulton Financial Announces Termination of Consent Order for the Corporation and Its Subsidiary,
Lafayette Ambassador Bank

(May 23, 2019) - LANCASTER, Pa. - Fulton Financial Corporation (NASDAQ: FULT) today announced that the Board of Governors of the Federal Reserve System has terminated the Consent Order which that agency issued on September 4, 2014 to Fulton Financial Corporation and its bank subsidiary, Lafayette Ambassador Bank.

This order was originally issued for deficiencies in the company’s Bank Secrecy Act and Anti-Money Laundering (BSA/AML) compliance program. Today’s announcement follows the company’s statements, released October 30, 2017, August 9, 2018, and January 15, 2019, that various regulatory agencies had terminated similar orders at five of the Corporation’s other banking subsidiaries.

"This completes the journey we have been on to strengthen our BSA/AML compliance programs,” said E. Philip Wenger, Fulton Financial’s Chairman and CEO. “I want to convey my thanks to our entire team of employees who worked diligently to build the company’s enhanced and sustainable BSA/AML program. With the lifting of this order, the company will be able to move forward with plans to merge the two remaining subsidiary banks into its flagship bank, Fulton Bank, N.A. this fall.”

Fulton Financial Corporation, a $21 billion Lancaster, Pa.-based financial holding company, has approximately 3,600 team members and operates more than 225 branches in Pennsylvania, Maryland, Delaware, New Jersey and Virginia through three subsidiary banks.

Additional information on Fulton Financial Corporation can be found at www.fult.com.

This press release may contain forward-looking statements with respect to Fulton Financial Corporation’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward looking statements may include projections of, or guidance on, the Corporation’s future financial performance, expected levels of future expenses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation’s business or financial results.


Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of the Corporation’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A discussion of certain risks and uncertainties affecting the Corporation, and some of the factors that could cause the Corporation's actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which have been filed with the Securities and Exchange Commission and are available in the Investor Relations section of the Corporation's website (www.fult.com) and on the Securities and Exchange Commission's website (www.sec.gov).


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