<PAGE>
As filed with the Securities and Exchange Commission on December 15, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________
Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
Susquehanna Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Pennsylvania 6022 23-2201716
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification No.)
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26 North Cedar Street
Lititz, Pennsylvania 17543
(717) 626-4721
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_______________________
ROBERT S. BOLINGER
President and Chief Executive Officer
26 North Cedar Street
Lititz, Pennsylvania 17543
(717) 626-4721
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________________
Copies to:
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<S> <C> <C>
CHARLES L. O'BRIEN JOHN B. LAMPI NICHOLAS BYBEL, JR.
Morgan, Lewis & Bockius LLP Saul, Ewing, Remick & Saul LLP Shumaker Williams, P.C.
417 Walnut Street 2 North Second Street, 7th Floor 3425 Simpson Ferry Road
Harrisburg, PA 17101 Harrisburg, PA 17101 Camp Hill, PA 17011
(717) 237-4030 (717) 257-7553 (717) 763-1121
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effectiveness of this Registration Statement and after
the effective time of the merger of a wholly-owned subsidiary of the registrant
with and into Cardinal Bancorp, Inc. and the merger of a second wholly-owned
subsidiary of the registrant with and into First Capitol Bank, as described in
the Prospectus/Proxy Statement included herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [x] No. 333-58373
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
______________________
CALCULATION OF REGISTRATION FEE
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===============================================================================================================
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE(2)
- ---------------------------------------------------------------------------------------------------------------
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Common Stock, par value $2.00
per share .................. 138,752 shares N/A $644,000 $179.03
===============================================================================================================
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(1) Supplements the maximum number of Shares to be issued in the merger of
Susquehanna Bancshares West, Inc. with and into Cardinal Bancorp, Inc. (the
Cardinal Merger). Pursuant to the Registrant's Registration Statement on
Form S-4 (No. 333-58373), the Registrant previously registered 2,081,280
shares of such shares of Common Stock pursuant to the price collars
established in Schedule 1.2 of the Cardinal Merger Agreement. The filing
of this Registration Statement pursuant to Rule 462(b) reflects the
additional shares needed to be exchanged pursuant to Schedule 1.2 of the
Cardinal Merger Agreement because the Average Closing Price is not within
the price collar established in Schedule 1.2 of the Cardinal Merger
Agreement.
(2) Shares to be issued in the Cardinal Merger computed in accordance with Rule
457(f)(2), solely for the purpose of calculating the registration fee,
based upon the book value of Cardinal Common Stock at September 30, 1998,
the latest practicable date prior to the date of filing of this
Registration Statement, with credit given to the previously paid filing fee
to the Registrant's Registration Statement on Form S-4 (No. 333-58373),
which was based upon the book value of Cardinal Common Stock at March 31,
1998. The difference between said book values equals $644,000.
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Registration Statement on Form S-4 filed by
Susquehanna with the Securities and Exchange Commission (No. 333-58373) declared
effective August 10, 1998, pursuant to the Securities Act of 1933, as amended,
are incorporated by reference, including all exhibits thereto, into this
Registration Statement. This Registration Statement is being filed to register
additional shares required to consummate the Cardinal Merger pursuant to
Schedule 1.2 of the Cardinal Merger Agreement because the Average Closing Price
has fallen outside of the pre-established price collar.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lititz, Pennsylvania on
December 15, 1998.
SUSQUEHANNA BANCSHARES, INC.
By:/s/ Robert S. Bolinger
------------------------------------
ROBERT S. BOLINGER
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below in so signing also makes, constitutes and appoints Robert S. Bolinger and
Richard M. Cloney, and each of them acting alone, his true and lawful attorney-
in-fact, with full power of substitution, for him in any and all capacities, to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments and post-effective amendments to this Registration Statement,
including without limitation a Rule 462(b) Registration Statement on Form S-4
for the registration of additional shares in connection with the First Capitol
Closing, with exhibits thereto and other documents in connection therewith, and
hereby ratifies and confirms all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
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Signature Title Date
- --------- ------ ----
<S> <C> <C>
/s/ Robert S. Bolinger President and Chief Executive December 15, 1998
- ----------------------------
ROBERT S. BOLINGER Officer and a Director
/s/ Drew K. Hostetter Vice President, Treasurer and December 15, 1998
- ----------------------------
DREW K. HOSTETTER Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Richard M. Cloney Vice President, Secretary and December 15, 1998
- ----------------------------
RICHARD M. CLONEY Director
/s/ John M. Denlinger Director December 15, 1998
- ----------------------------
JOHN M. DENLINGER
/s/ Henry H. Gibbel Director December 15, 1998
- ----------------------------
HENRY H. GIBBEL
/s/ Richard E. Funke Director December 15, 1998
- ----------------------------
RICHARD E. FUNKE
/s/ George J. Morgan Director December 15, 1998
- ----------------------------
GEORGE J. MORGAN
</TABLE>
S-1
<PAGE>
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/s/ James G. Apple Director December 15, 1998
- ----------------------------
JAMES G. APPLE
/s/ Edward W. Helfrick Director December 15, 1998
- ----------------------------
EDWARD W. HELFRICK
/s/ Roger V. Wiest Director December 15, 1998
- ----------------------------
ROGER V. WIEST
/s/ Marley R. Gross Director December 15, 1998
- ----------------------------
MARLEY R. GROSS
/s/ T. Max Hall Director December 15, 1998
- ----------------------------
T. MAX HALL
/s/ Raymond M. O'Connell Director December 15, 1998
- ----------------------------
RAYMOND M. O'CONNELL
/s/ C. William Hetzer, Jr. Director December 15, 1998
- ----------------------------
C. WILLIAM HETZER, JR.
/s/ Robert C. Reymer, Jr. Director December 15, 1998
- ----------------------------
ROBERT C. REYMER, JR.
/s/ Trudy B. Cunningham Director December 15, 1998
- ----------------------------
TRUDY B. CUNNINGHAM
/s/ Robert S. Bolinger Attorney-in-Fact December 15, 1998
- ----------------------------
ROBERT S. BOLINGER
/s/ Robert S. Bolinger December 15, 1998
- ----------------------------
*ROBERT S. BOLINGER
Attorney-in-Fact
</TABLE>
S-2
<PAGE>
EXHIBITS
All exhibits filed with or incorporated by reference in Registration Statement
No. 333-58373 are incorporated by reference into and shall be deemed a part of
this Registration Statement, except the following which are filed herewith or,
specifically incorporated by reference herein from Registration Statement No.
333-58373.
Exhibit
Number Description
- ------ -----------
5.1* Opinion of Morgan, Lewis & Bockius LLP regarding legality of the
Susquehanna Bancshares, Inc. Common Stock being registered.
23.1* Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto).
23.2* Consent of Coopers & Lybrand L.L.P.
23.3* Consent of S.R. Snodgrass, A.C.
23.4* Consent of KPMG Peat Marwick LLP.
23.5* Consent of Garland McPherson & Associates, Inc.
23.6* Consent of Danielson Associates, Inc.
24* Power of Attorney (included on the signature page).
99.3* Consent of Owen O. Freeman, Jr.
___________________
* Filed herewith.
S-3
<PAGE>
EXHIBIT 5.1
<PAGE>
MORGAN, LEWIS & BOCKIUS LLP
ONE COMMERCE SQUARE
417 WALNUT STREET
HARRISBURG, PA 17101-1904
717-237-4000
FAX: 717-237-4004
December 15, 1998
Susquehanna Bancshares, Inc.
26 North Cedar Street
Lititz, Pennsylvania 17543
Re: Susquehanna Bancshares, Inc. Registration Statement on Form S-4
---------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Susquehanna Bancshares, Inc., a Pennsylvania
corporation (the "Company"), in connection with (i) the proposed merger
(the "Cardinal Merger") of Cardinal Bancorp, Inc. a Pennsylvania
corporation ("Cardinal"), with and into Susquehanna Bancshares West, Inc.
("SBI Merger Sub"), a Pennsylvania corporation and wholly-owned subsidiary
of the Company pursuant to the terms and conditions of the Agreement and
Plan of Affiliation by and between the Company, SBI Merger Sub, Cardinal
and First American National Bank of Pennsylvania, a national banking
association and wholly-owned subsidiary of Cardinal (the "Cardinal Merger
Agreement") dated as of April 13, 1998, (ii) the proposed merger (the
"First Capitol Merger") of First Capitol Bank, a Pennsylvania chartered
bank ("First Capitol"), with and into Susquehanna Interim Bank ("Interim
Bank"), a Pennsylvania chartered bank and wholly-owned subsidiary of the
Company, pursuant to the terms and conditions of the Agreement and Plan of
Affiliation by and between the Company, Interim Bank and First Capitol (the
"First Capitol Merger Agreement") dated as of April 16, 1998, and (iii)
preparation of a Registration Statement on Form S-4 (Registration No. 333-
58373, the "Initial Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and a second Registration Statement on Form S-4 to be
filed pursuant to Rule 462(b) promulgated under the Act (the "Rule 462(b)
Registration Statement" and together with the Initial Registration
Statement, the "Registration Statements"), which Rule 462(b) Registration
Statement relates to the offering of 138,752 shares (the "Shares") of the
Company's common stock, par value $2.00 per share ("Common Stock").
In rendering the opinion set forth below, we have reviewed (a) the
Registration Statements; (b) the Company's Articles of Incorporation and
Bylaws, as amended and restated; (c) certain records of the Company's
corporate proceedings as reflected in its minute and stock books; (d) the
Merger Agreements; and (e) such records, documents, statutes and decisions
as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with the original of all documents
submitted to us as copies thereof.
Our opinion set forth below is limited to the Pennsylvania Business
Corporation Law of 1988, as amended.
Based upon the foregoing, we are of the opinion that, when the Rule 462(b)
Registration Statement has become effective under the Act, and the Shares
are issued as described in the Registration Statements and in accordance
with the terms and conditions of the Cardinal Merger Agreement, the Shares
will be validly issued, fully paid and nonassessable.
<PAGE>
Susquehanna Bancshares, Inc.
December 15, 1998
Page 2
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statements. In giving such opinion, we do not thereby admit
that we are acting within the category of persons whose consent is required
under Section 7 of the Act or the rules or regulations of the Securities
and Exchange Commission thereunder.
The opinion expressed herein is solely for your benefit, and may be relied
upon only by you.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.1
<PAGE>
INCLUDED IN EXHIBIT 5.1
<PAGE>
EXHIBIT 23.2
<PAGE>
[LETTERHEAD OF PRICEWATERHOUSECOOPERS APPEARS HERE]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this post effective amendment to
the registration statement on Form S-4 (File No. 333-58373) of our report dated
January 26, 1998, on our audits of the financial statements of Susquehanna
Bancshares, Inc. We also consent to the references to our firm under the caption
"Experts" in the registration statement which is incorporated by reference in
this post effective amendment.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Harrisburg, Pennsylvania
December 14, 1998
<PAGE>
EXHIBIT 23.3
<PAGE>
[LETTERHEAD OF SNODGRASS APPEARS HERE]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Susquehanna Bancshares, Inc. on Form S-4 of our report dated January 30, 1998
(relating to the consolidated financial statements of Cardinal Bancorp, Inc. as
of December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997) appearing as Appendix A in the Proxy
Statement/Prospectus, which is part of Registration Statement No. 333-58373.
We also consent to the reference to us under the heading "Experts" in such Proxy
Statement/Prospectus.
/s/ S. R. Snodgrass, A.C.
Wexford, PA
December 14, 1998
<PAGE>
EXHIBIT 23.4
<PAGE>
Independent Accountants' Consent
The Board of Directors
First Capitol Bank:
We consent to the use of our report dated January 30, 1998 with respect to the
balance sheets of First Capitol Bank as of December 31, 1997 and 1996, and the
related statements of income, shareholders' equity, and cash flows for each of
the years in the three-year period ended December 31, 1997, which report is
included in the registration statement No. 333-58373 of Susquehanna Bancshares,
Inc., incorporated by reference herein, and to the reference to our Firm under
the heading "Experts" in such registration statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
December 14, 1998
<PAGE>
EXHIBIT 23.5
<PAGE>
[LETTERHEAD OF GARLAND MCPHERSON & ASSOCIATES, INC. APPEARS HERE]
CONSENT OF GARLAND MCPHERSON & ASSOCIATES, INC.
We hereby consent to the use of our opinion dated August 10, 1998 to the Board
of Directors of Cardinal Bancorp, Inc. and to the references to our firm in the
Proxy Statement/Prospectus that forms a part of Registration Statement No.
333-58373 on Form S-4 relating to the proposed acquisition of Cardinal Bancorp,
Inc. by Susquehanna Bancshares, Inc. and to the incorporation by reference in
this Registration Statement of Susquehanna Bancshares, Inc., on Form S-4
pursuant to Rule 462(b).
We further consent to the incorporation by reference of this consent into an
additional Registration Statement on Form S-4 pursuant to Rule 462(b) in
connection with the registration of additional shares of Susquehanna Bancshares,
Inc. Common Stock, if any, in accordance with Schedule 1.2 of the First Capitol
Merger Agreement.
Garland McPherson & Associates, Inc.
/s/ Garland McPherson & Associates, Inc.
Baltimore, Maryland
December 14, 1998
<PAGE>
EXHIBIT 23.6
<PAGE>
[LETTERHEAD OF DANIELSON ASSOCIATES INC. APPEARS HERE]
CONSENT OF DANIELSON ASSOCIATES INC.
We hereby consent to to the reference in the Joint Proxy Statement/
Prospectus forming a part of Registration Statement No. 333-58373 on Form S-4 of
Susquehanna Bancshares, Inc. to our opinion, dated August 10, 1998, and to our
firm, respectively, and to the inclusion of such opinion as an annex to the
Joint Proxy Statement/Prospectus as part of Registration Statement No. 333-58373
and to the incorporation by reference in this Registration Statement of
Susquehanna Bancshares, Inc. on Form S-4 pursuant to Rule 462(b).
We further consent to the incorporation by reference of this consent into an
additional Registration Statement on Form S-4 pursuant to Rule 462(b) in
connection with the registration of additional shares of Susquehanna Bancshares,
Inc. Common Stock, if any, in accordance with Schedule 1.2 of the First Capitol
Merger Agreement.
DANIELSON ASSOCIATES INC.
By: /s/ Jonathan D. Holtaway
------------------------------
Jonathan D. Holtaway
Senior Vice President
Rockville, Maryland
December 14, 1998
<PAGE>
EXHIBIT 99.3
<PAGE>
CONSENT OF OWEN O. FREEMAN, JR.
The undersigned hereby consents, pursuant to Rule 438 of the Securities Act
of 1933, as amended, to the reference to him in the Joint Proxy
Statement/Prospectus of Susquehanna Bancshares, Inc. and First Capitol
Bank, which is part of Registration Statement No. 333-58373 on Form S-4 of
Susquehanna Bancshares, Inc., with respect to his being appointed as a
director of Susquehanna Bancshares, Inc. under the circumstances described
therein, and to the incorporation by reference in this Registration
Statement of Susquehanna Bancshares, Inc. on Form S-4 pursuant to Rule
462(b).
I further consent to the incorporation by reference of this consent into an
additional Registration Statement on Form S-4 pursuant to Rule 462(b) in
connection with the registration of additional shares of Susquehanna
Bancshares, Inc. Common Stock, if any, in accordance with Schedule 1.2 of
the First Capitol Merger Agreement.
/s/ Owen O. Freeman, Jr.
December 14, 1998 Owen O. Freeman, Jr.
