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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 23, 1999
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Susquehanna Bancshares, Inc.
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Pennsylvania 0-10674 23-2201716
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) dentification No.)
26 North Cedar Street, Lititz, Pennsylvania 17543
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 626-4721
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Not Applicable
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(Former Name or Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Susquehanna Bancshares, Inc. ("Susquehanna") has agreed to acquire Valley Forge
Asset Management Corp. ("VFAM"), a Pennsylvania asset management corporation
registered as both a broker/dealer and as an investment advisor, and Valley
Forge Investment Company, Inc. ("VFICO"), VFAM's parent corporation. Both VFAM
and VFICO are headquartered in King of Prussia, Pennsylvania.
Pursuant to the definitive Stock Purchase Agreement with VFAM and its
shareholders, and the definitive Agreement and Plan of Reorganization with
VFICO, both dated December 23, 1999, Susquehanna will acquire all of the
outstanding stock of VFAM and VFICO in cash transactions. The acquisitions are
expected to close in the first quarter of next year, pending various federal and
state regulatory approval and other conditions, as well as the approval of the
shareholders of VFAM and VFICO.
A copy of Susquehanna's Press Release regarding the acquisitions is attached
hereto as Exhibit 99 and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Reference is made to the Exhibit Index annexed hereto and made a part
hereof.
SIGNATUIRES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Susquehanna has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUSQUEHANNA BANCSHARES, INC.
Date: December 27, 1999 By: /s/ Robert S. Bolinger
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Robert S. Bolinger
President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit
99 Press Release - Press Release of Susquehanna, dated December 27, 1999,
regarding the execution of the Stock Purchase Agreement and the
Agreement and Plan of Reorganization
2
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EXHIBIT 99
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SUSQUEHANNA BANCSHARES, INC.
26 NORTH CEDAR STREET, P.O. BOX 1000
LITITZ, PA 17543-7000
(717) 626-4721
FOR IMMEDIATE RELEASE: Date: December 27, 1999
Lititz. Pennsylvania
SUSQUEHANNA BANCSHARES, INC. TO
ACQUIRE VALLEY FORGE ASSET MANAGEMENT CORP.
Susquehanna Bancshares, Inc., Lititz, Pennsylvania ("Susquehanna") (NASDAQ
NMS: SUSQ), announced that it has signed definitive agreements to acquire Valley
Forge Asset Management Corp. ("VFAM"), a Pennsylvania asset management
corporation registered both as a broker/dealer and as an investment advisor, and
Valley Forge Investment Company, Inc. ("VFICO"), its parent corporation, in cash
transactions.
The acquisitions are subject to federal and state regulatory approval and
other conditions, as well as the approval of the shareholders of VFAM and VFICO.
VFAM is headquartered in King of Prussia, Pennsylvania. The firm provides
investment advisory services for clients up and down the East Coast, and as far
west as California. As of December 17, 1999, it had $843 million in assets under
management. VFAM and its predecessors have provided investment advisory services
to its clients since 1970.
The acquisition, which is expected to be completed in the first quarter of
2000, will represent Susquehanna's first acquisition of an investment advisory
services corporation and it will enable Susquehanna and its affiliates to offer
a broader range of investment advisory, asset management and brokerage services
to its customers.
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Robert S. Bolinger, President and CEO stated, "This is another major step
in accelerating Susquehanna's strategic direction of becoming a fully integrated
financial services company and is a win-win for all parties. VFAM will gain
access to Susquehanna's distribution system including trust, estate planning and
estate administration for its clients; Susquehanna's customers will be offered
additional investment opportunities from a provider with an excellent
performance and client retention record; VFAM should be an important source of
additional fee income for Susquehanna and the acquisition is expected to be
accretive to earnings in the first year."
Susquehanna Bancshares, Inc., is a multi-state financial services holding
company composed of nine banks, one savings bank, a leasing company, a credit
life reinsurance company and a trust and investment company with combined assets
of approximately $4.3 billion. Through the 140 community banking offices of its
subsidiaries, Susquehanna provides financial services through 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.; First Capitol
Bank, York, Pa.; First American National Bank of Pennsylvania, Everett, Pa.;
Susque-Bancshares Leasing Co., Inc., Lititz, Pa.; Susque-Bancshares Life
Insurance Company, Lititz, Pa.; Susquehanna Trust & Investment Co., Lititz, Pa.;
Susquehanna Bancshares South, Inc., parent of Susquehanna Bank, Towson,
Maryland; and Susquehanna Bancshares East, Inc., parent of Equity Bank N.A.,
Marlton, New Jersey and Founders' Bank of Bryn Mawr, Pennsylvania.
Investor information may be requested on our web-site at
http://www.susqbanc.com.
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For Further Information Contact: Robert S. Bolinger
President and CEO
SUSQUEHANNA BANCSHARES, INC.
(717) 626-4721
