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THIS IS A CONFIRMING ELECTRONIC FILING FOR FORM 8-K FILED ON MAY 4, 1995
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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
April 21, 1995
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Date of Report (Date of earliest event reported)
Susquehanna Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-10674 23-2201716
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) ID No.)
26 North Cedar Street
Lititz, Pennsylvania 17543
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(Address of principal executive offices) (Zip Code)
(717) 626-4721
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(registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On April 21, 1995, Susquehanna Bancshares, Inc. (herein referred to as
"SBI" or the "Registrant"), a Pennsylvania business corporation registered as a
bank holding company under the Bank Holding Company Act of 1956, as amended, and
Susquehanna Bancshares South, Inc. ("SBI Merger Sub"), a Delaware corporation
and a wholly-owned subsidiary of SBI, consummated the transactions contemplated
in the Agreement and Plan of Affiliation, dated April 8, 1994, between and among
SBI, SBI Merger Sub, Reisterstown Holdings, Inc. ("RHI"), a Delaware
corporation, and Reisterstown Federal Savings Bank ("RFSB"), a federally
chartered, stock savings bank and a wholly-owned subsidiary of RHI (the
"Affiliation Agreement"). The Affiliation Agreement, which was attached to the
Registrant's Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 5, 1994, is incorporated herein by reference. A copy of the
Press Release announcing the consummation of the transactions contemplated in
the Affiliation Agreement is filed as an exhibit to this Current Report on Form
8-K.
The following is a summary of the transactions consummated on April
21, 1995 pursuant to the terms of the Affiliation Agreement. This summary is
qualified in its entirety by reference to the full text of the Affiliation
Agreement.
Pursuant to the Affiliation Agreement, on April 21, 1995 (the
"Effective Date"), SBI Merger Sub merged with and into RHI (the "Merger"), with
RHI as the surviving entity (sometimes referred to as the "Surviving
Corporation"). The Effective Time of the Merger, determined in accordance with
the Affiliation Agreement, was at the close of business on the April 21, 1995
(herein, the "Effective Time"). As a result of the Merger, RHI became a direct
wholly-owned subsidiary of SBI, and RFSB became a second-tier subsidiary of SBI.
At the Effective Time, the articles of incorporation and bylaws of SBI Merger
Sub became the articles of incorporation and bylaws of the Surviving Corporation
and the name of the Surviving Corporation was changed to "Susquehanna Bancshares
South, Inc." The shares of common stock of SBI Merger Sub and RFSB issued and
outstanding immediately prior to the Effective Time, by virtue of and after the
Merger, remained outstanding and unchanged and now constitute the issued and
outstanding shares of the capital stock of the Surviving Corporation and RFSB,
respectively.
At the Effective Time, each share of RHI common stock, par value $.01
per share (the "RHI Common Stock"), issued and outstanding was exchanged with
SBI for a cash payment in an amount equal to $28,000,000 divided by the actual
number of shares of RHI Common Stock outstanding at the Effective Time (the
"Merger Consideration"). At the Effective Time, there were 1392 shares of RHI
Common Stock issued and outstanding. In addition to the Merger Consideration
and other payments due under the Affiliation Agreement, SBI also paid cash in
the amount of $640,000 to purchase the loan servicing rights associated certain
residential mortgage loans previously originated by RFSB and sold to the Federal
Home Loan Mortgage Corporation.
A portion of the net proceeds from the sale by SBI of $50,000,000
aggregate principal amount of 9.00% Subordinated Notes due 2005 (the
"Subordinated Note") funded the Merger Consideration and other payments due
under the Affiliation Agreement. The final form of the prospectus for the
Subordinated Notes (the "Prospectus") was filed with the Securities and Exchange
Commission on February 6, 1995, as a supplement to the Registration Statement
filed by SBI on December 21, 1994 (as amended on January 26, 1995, the
"Registration Statement"). The Registration Statement and the Prospectus are
incorporated herein by reference.
The Affiliation Agreement provided for RHI's payment of dividends
through and including the period immediately prior to the Effective Date so long
as RHI's consolidated total stockholders' equity (reduced by good will) was not
less than $14,950,000 at the Effective Time. In this connection, Coopers &
Lybrand, Baltimore, performed an audit of RHI's consolidated financial condition
as of March 31, 1995, in accordance with the terms of the Affiliation Agreement.
RHI paid dividends in an amount which, giving effect to such dividends, would
not be likely in the reasonable judgment of RHI to cause RHI's consolidated
total stockholders' equity (reduced by good will) to be less than $14,950,000 at
the Effective Time. The Affiliation Agreement further
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anticipated and provided that immediately prior to the Effective Date, RHI would
advise SBI of the amount by which RHI's consolidated total stockholders' equity
(reduced by good will) would reasonably be expected to exceed the required
minimum of $14,950,000 at the Effective Time (such estimated amount being
referred to as the "Estimated Effective Time Dividend"). Upon receipt of such
notice, because all prerequisite regulatory approvals had been received in
connection with such dividend, the Affiliation Agreement allowed RHI to pay up
to 75% of the Estimated Effective Time Dividend to its stockholders as a
dividend prior to the Effective Time. The balance (not less than 25%) of the
Estimated Effective Time Dividend which was not paid to RHI's shareholders was
to be held back and to be used as a fund against which adjustments could be made
if, on the basis of a post-closing financial review, also to be performed by
Coopers & Lybrand, Baltimore, it was determined that the minimum total
stockholders' equity (reduced by good will) of $14,950,000 was not available.
Amounts not required for appropriate adjustments were to be distributed to the
former shareholders of RHI as part of the payment of the final dividend paid by
RHI. In accordance with these provisions, on the Effective Date, RHI, having
received all prerequisite dividend approvals, paid cash dividends to its
shareholders totaling up to $97,440, which constituted not more than 75% of
RHI's estimate of the Effective Time Dividend, which was $200,000.
As a condition to SBI's and SBI Merger Sub's willingness to enter into
the Affiliation Agreement and in consideration therefor, SBI and Reisterstown
Acquisition Limited Partnership ("RALP") entered into an agreement (the
"Shareholder Agreement") pursuant to which RALP agreed not to rescind or modify
its approval of the Affiliation Agreement and the transactions contemplated
thereby. At the Effective Time, the Shareholder Agreement expired.
There were no relationships, material or otherwise, between RHI and
RFSB, on the one side, and the Registrant and SBI Merger Sub or any of the
Registrant's affiliates, or any director or officer of the Registrant, or any
associate of any such director or officer, on the other side, prior to the
Effective Date. In accordance with the Affiliation Agreement, at the Effective
Time, Wendy Peter Abt and Thomas A. Fransioli, III, ceased serving as Directors
of the Surviving Corporation and Robert S. Bolinger, Richard M. Cloney, John M.
Denlinger and George J. Morgan comprised the entire Board of Directors of the
Surviving Corporation.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired./1/
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/1/ Pursuant to Item 7(a)(4) of Form 8-K, Registrant is not providing the
required financial statements with this Current Report on Form 8-K because to do
so would be impracticable. The Registrant will file such financial information
as can be generated within the 60 day period following the date by which this
Current Report on Form 8-K must be filed as provided in Item 7(a)(4).
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(b) Pro Forma Financial Information./2/
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/2/ Pursuant to Item 7(a)(4) of Form 8-K, Registrant is not providing the
required financial statements with this Current Report on Form 8-K because to do
so would be impracticable. The Registrant will file such financial information
as can be generated within the 60 day period following the date by which this
Current Report on Form 8-K must be filed as provided in Item 7(a)(4).
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(c) Exhibits.
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Reference is made to the Exhibit Index annexed hereto and made a part
hereof.
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SIGNATURES
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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.
SUSQUEHANNA BANCSHARES, INC.
Date: May 2, 1995 By:/s/ Richard M. Cloney
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Richard M. Cloney
Vice President and Secretary
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EXHIBIT INDEX
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<CAPTION>
Exhibit Page
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2 A copy of the Affiliation Agreement, which was attached to the 9
Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 5, 1994, is incorporated herein by
reference.
4 A copy of the Registration Statement filed with the Securities and 10
Exchange Commission on December 21, 1994 (and amended on
January 26, 1995), as well as the Prospectus contained therein
(a final copy of which was filed with the Securities and Exchange
Commission on February 6, 1995), are incorporated herein by
reference.
99 Additional Exhibits
Press Release of the Registrant, Dated April 24, 1995, Regarding 11
Consummation of the Merger
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EXHIBIT 2
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A copy of the Affiliation Agreement, which was attached to the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 5, 1994, is incorporated herein by
reference.
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EXHIBIT 4
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A copy of the Registration Statement filed with the Securities and
Exchange Commission on December 21, 1994 (and amended on January 26,
1995), as well as the Prospectus contained therein (a final copy of
which was filed with the Securities and Exchange Commission on
February 6, 1995), are incorporated herein by reference.
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EXHIBIT 99
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FOR IMMEDIATE RELEASE: Date: April 24, 1995
Lititz, Pennsylvania
SUSQUEHANNA BANCSHARES, INC.
A MULTI-STATE BANK HOLDING COMPANY,
ANNOUNCES COMPLETION OF THE ACQUISITION OF
THE SECOND OF THREE MARYLAND SAVINGS BANKS
Susquehanna Bancshares, Inc., Lititz, Pennsylvania (Susquehanna) (Nasdaq
NMS: SUSQ) announced today that it completed the acquisition of Reisterstown
Holdings, Inc., Reisterstown, Maryland (RHI), and its wholly-owned subsidiary,
Reisterstown Federal Savings Bank. With the addition of RHI, Susquehanna has
consolidated assets of approximately $2.45 billion.
The acquisition of RHI was completed at the close of day on April 21,
1995, through the payment of $28 million in cash for all of the outstanding
capital stock of RHI. Reisterstown Federal Savings Bank will be operated
through a subsidiary of Susquehanna solely created for the purpose of
supervising the operation of the Maryland savings banks which Susquehanna has
acquired or will acquire. Atlanfed Bancorp, Inc., parent of Atlantic Federal
Savings Bank, was acquired by Susquehanna on March 31, 1995. The third
acquisition, that of Fairfax Financial Corporation and its wholly-owned
subsidiary, Fairfax Savings Bank, Baltimore, Maryland (with $426 million in
assets), is expected to be completed in late 1995.
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Susquehanna Bancshares, Inc. is a multi-bank financial holding company
and parent of Citizens National Bank of Southern Pennsylvania, Greencastle, Pa.;
Farmers & Merchants Bank and Trust, Hagerstown, Md.; Farmers First Bank, Lititz,
Pa.; First National Trust Bank, Sunbury, Pa.; Spring Grove National Bank, Spring
Grove, Pa.; Williamsport National Bank, Williamsport, Pa.; Susque-Bancshares
Leasing Co., Inc., Lititz, Pa.; Susque-Bancshares Life Insurance Company,
Lititz, Pa.; and Susquehanna Bancshares South, Inc., parent of Atlantic Federal
Savings Bank and Reisterstown Federal Savings Bank.
Susquehanna Bancshares, Inc.'s common stock is listed on the Nasdaq
National Market System under the symbol SUSQ. Susquehanna member banks now have
97 community banking offices throughout central Pennsylvania and Maryland with
combined assets of $2.45 billion.
For Further Information Contact: Richard M. Cloney
Vice President and Secretary
SUSQUEHANNA BANCSHARES, INC.
Office: (717) 626-4721
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