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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
July 30, 1997
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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 (I.R.S. Employer
of incorporation) File Number) Identification 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 5. Other Events.
On July 30, 1997, 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 (the
"BHC Act"), consummated the transactions contemplated in the Agreement and Plan
of Affiliation dated as of February 11, 1997 (the "Affiliation Agreement"), by
and among SBI, Susquehanna Interim Bank, a Pennsylvania state chartered bank and
a wholly-owned subsidiary of SBI ("Interim Bank"), and Founders' Bank, also a
Pennsylvania state chartered bank ("Founders"). The Affiliation Agreement was
amended on July 30, 1997 pursuant to a Final Amendment by and among SBI, Interim
Bank and Founders (the "Final Amendment"). A copy of the Affiliation Agreement
was attached to the Registrant's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on April 2, 1997 and amended on May 7,
1997. A copy of the Final Amendment and a copy of the Press Release announcing
the consummation of the transactions contemplated in the Affiliation Agreement
are filed as exhibits to this Current Report on Form 8-K. The Affiliation
Agreement, as amended by the Final Amendment, is herein referred to as the
"Merger Agreement."
1. The Merger Agreement. The following is a summary of the
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transactions consummated pursuant to the Merger Agreement. This summary is
qualified in its entirety by reference to the full text of the Merger Agreement,
which is incorporated herein by reference.
General.
Pursuant to the Merger Agreement, (i) Interim Bank merged with and
into Founders (the "Merger"), with Founders as the surviving entity (sometimes
referred to as the "Surviving Corporation"), and (ii) immediately following the
Effective Time (as defined in the Merger Agreement), all of the capital stock of
the Surviving Corporation was transferred by SBI to its wholly-owned subsidiary,
Susquehanna Bancshares East, Inc. ("SBI East"), as a result of which Founders
became a direct wholly-owned subsidiary of SBI East and an indirect, wholly-
owned subsidiary of SBI. The name of the Surviving Corporation is "Founders'
Bank."
As consideration for all of the outstanding capital stock of Founders,
SBI exchanged the outstanding Founders common stock, par value $2 per share
("Founders Common Stock") and the outstanding Founders convertible preferred
stock ("Founders Preferred Stock") (the Founders Common Stock and the Founders
Preferred Stock are herein collectively referred to as "Founders Capital
Stock"), for common stock of SBI, par value $2 per share (the "SBI Common
Stock"), at the exchange rate ("Exchange Ratio") provided in the Merger
Agreement, as adjusted for a 3-for-2 stock split approved by SBI on May 29, 1997
as described below:
At the effective time of the Merger, 12:01 a.m. on July 31, 1997 (the
"Effective Time"), all of the 990,122 shares of Founders Capital Stock which
were then issued and outstanding were converted into the right to receive a
total of 560,409 shares of SBI Common Stock at an Exchange Ratio of .566 shares
of SBI Common Stock for each share of Founders. The Exchange Ratio was based on
the Average Price Per Share of SBI Common Stock Before Closing of $27.10625.
The Average Price Per Share of SBI Common Stock Before Closing was determined by
adding the price at which SBI Common Stock was reported to have closed by the
Nasdaq Stock Market over the period of 10 business days ending on the second
business day preceding the date set for the Closing, and dividing such total by
10.
Note that if the Average Price Per Share of SBI Common Stock Before
Closing had been less than $16.00 per share (as adjusted in accordance with the
stock split referenced above), Founders could have terminated the Merger
Agreement upon written notice within one day of such determination. While the
Merger Agreement gave SBI the right to terminate if the Average Closing Price
Per Share of SBI Common Stock Before Closing was greater than $26.667 per share
(as adjusted in accordance with the stock split referenced above), SBI chose not
to exercise such right. The Merger Agreement also provided that if the Merger
was not consummated by July 30, 1997, then either party could have terminated
the Merger Agreement. Because the Merger was consummated on July 30, 1997, this
provision was not applicable.
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As of the Effective Time, each share of Founders Capital Stock held by
SBI (other than shares held in a fiduciary capacity or in satisfaction of a debt
previously contracted) was canceled.
The shares of common stock of SBI East and Interim Bank issued and
outstanding immediately prior to the Effective Time remained outstanding and
unchanged after the Merger, and now constitute all of the issued and outstanding
shares of the capital stock of SBI East and the Surviving Corporation,
respectively. Presently, all of the capital stock of Interim Bank is owned by
SBI East and all of the shares of SBI East are owned by SBI.
Within five business days after the Effective Time, SBI will cause to
be sent to each person who immediately prior to the Effective Time was a holder
of record of Founders Capital Stock transmittal materials and instructions for
surrendering certificates for Founders Capital Stock in exchange for the number
of whole shares of SBI Common Stock to which such person is entitled pursuant to
the Exchange Ratio.
No certificates for fractional shares of SBI Common Stock will be
issued; rather, SBI will furnish to any holder of Founders Capital Stock
entitled to a fractional share a check for an amount of cash equal to the
fraction of a share of SBI Common Stock represented by the certificates so
surrendered in accordance with the Exchange Ratio.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. Reference is made to the Exhibit Index annexed hereto
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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: August 4, 1997 By: /s/ Robert S. Bolinger
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Robert S. Bolinger
President and Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit
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2 Final Amendment to the Agreement and Plan of Affiliation, dated July
30, 1997
99 Press Release of the Registrant, Dated July 31, 1997, Regarding
Consummation of the Merger
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EXHIBIT 2
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FINAL AMENDMENT TO THE
AGREEMENT AND PLAN OF AFFILIATION
THIS FINAL AMENDMENT to the Agreement and Plan of Affiliation dated as
of the 11th day of February, 1997 (the "Agreement") by and among Susquehanna
Bancshares, Inc., a Pennsylvania corporation ("SBI"), Susquehanna Interim Bank,
a Pennsylvania state-chartered bank ("Interim Bank") and Founders' Bank, also a
Pennsylvania state-chartered bank ("Bank"), is entered into on this 30th day of
July, 1997.
RECITALS:
WHEREAS, the parties desire to amend the Agreement so as to cause it
to conform to the expectations of the parties as to its tax effect with respect
to the shareholders of Bank.
NOW, THEREFORE, in consideration of their mutual promises and
obligations hereunder, the parties hereto adopt and make this Final Amendment to
the Agreement, which shall be as follows:
1. Section 1.5(b) is amended and restated in its entirety as follows:
Immediately following the Effective Time, all of the capital
stock of Founders' Bank, the resulting institution of the Merger,
will be transferred by SBI to its wholly-owned subsidiary,
Susquehanna Bancshares East, Inc. ("SBI East"), with the effect
that thereafter the Surviving Corporation will be a direct,
wholly-owned subsidiary of SBI East and an indirect, wholly-owned
subsidiary of SBI.
2. All other provisions, conditions and terms of the Agreement, as
hereby amended, remain unchanged and shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Final
Amendment to be executed by their duly authorized officers as of the day and
year first above written.
SUSQUEHANNA BANCSHARES, INC.
By: /s/ Robert S. Bolinger
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Title: President
SUSQUEHANNA INTERIM BANK
By: /s/ Robert S. Bolinger
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Title: President
FOUNDERS' BANK
By: /s/ Robert F. Whalen
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Title: President
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EXHIBIT 99
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SUSQUEHANNA BANCSHARES, INC.
26 NORTH CEDAR STREET
LITITZ, PA 17543-7000
(717) 626-4721
FOR IMMEDIATE RELEASE: July 31, 1997
Lititz, Pennsylvania
SUSQUEHANNA BANCSHARES, INC.
A MULTI-STATE BANK HOLDING COMPANY,
ANNOUNCES THE ACQUISITION OF FOUNDERS' BANK OF BRYN MAWR, PA
Susquehanna Bancshares, Inc., Lititz, Pennsylvania (Susquehanna) (NASDAQ:
SUSQ) announced today that it completed the acquisition of Founders' Bank of
Bryn Mawr, Pennsylvania, (Founders'). With the addition of Founders',
Susquehanna has consolidated assets of approximately $3.5 billion through
banking interests in the states of Pennsylvania, Maryland, and New Jersey.
The acquisition of Founders' was completed as of 12:01 A.M., July 31, 1997,
through the exchange of 560,409 shares of Susquehanna common stock for all of
the outstanding capital stock of Founders. Founders' shareholders will receive
.566 shares of Susquehanna common stock for each share of Founders' stock that
they held as of the close of business on July 30, 1997. Founders will join
Farmers National Bank, Mullica Hill, New Jersey, and Equity National Bank,
Marlton, New Jersey, as a subsidiary of Susquehanna Bancshares East, Inc., a
wholly owned subsidiary of Susquehanna created for the purpose of supervising
the Susquehanna banks serving the Eastern Pennsylvania, Southern New Jersey and
Northern Delaware markets.
This transaction represents Susquehanna's initial entry into Chester,
Delaware and Montgomery Counties, Pennsylvania. Susquehanna now owns five
commercial banks and a leasing company in Pennsylvania with $1.8 billion in
assets, a commercial bank and a federal savings bank in Maryland with $1.4
billion in assets and two commercial banks in New Jersey with $300 million in
assets.
Susquehanna 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.; Williamsport National Bank,
Williamsport, Pa.; Susque-Bancshares Leasing Co., Inc., Lititz, Pa.; Susque-
Bancshares Life Insurance Company, Lititz, Pa.; Susquehanna Bancshares South,
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Inc., parent of Susquehanna Bank, Towson, Md.; and Susquehanna Bancshares East,
Inc., parent of Equity National Bank, Marlton, New Jersey; Farmers National
Bank, Mullica Hill, New Jersey and Founders' Bank of Bryn Mawr, Pennsylvania.
Its common stock is listed on the Nasdaq National Bank System under the symbol
SUSQ. Susquehanna member banks now have 118 community banking offices
throughout central Pennsylvania, Maryland, and Southern New Jersey. Investor
information may be requested on our web-site at http://www.susqbanc.com.
For Further Information Contact: Robert S. Bolinger, President & CEO
SUSQUEHANNA BANCSHARES, INC.
