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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) November 17, 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) Identification 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 100% of the
outstanding stock of Boston Service Company, Inc. (t/a Hann Financial Service
Corporation) ("Hann"), a closely- held consumer automobile financing company
headquartered in Jamesburg, New Jersey.
Pursuant to the definitive Share Exchange Agreement dated November 17, 1999,
Susquehanna will acquire all of the outstanding stock of Hann for a currently
estimated 2,360,000 shares of Susquehanna common stock, subject to closing
adjustments. The acquisition is expected to close in the first quarter of next
year, pending various federal and state regulatory approval and other
conditions.
A copy of Susquehanna's Press Release regarding the acquisition 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.
SIGNATURES
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: November 22, 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 November 18, 1999,
regarding the execution of the Share Exchange Agreement
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
SUSQUEHANNA BANCSHARES, INC.
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TO ACQUIRE AUTOMOBILE FINANCING COMPANY
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FOR IMMEDIATE RELEASE: LITITZ, PA., NOVEMBER 18, 1999: Susquehanna Bancshares,
Inc. (Nasdaq-Amex: SUSQ) announced today that it has a signed definitive
agreement to acquire Boston Service Company, Inc. (t/a Hann Financial Service
Corporation) ("Hann"), a closely-held consumer automobile financing company.
Pursuant to the definitive agreement, Susquehanna will acquire Hann for a
currently estimated 2,360,000 shares of Susquehanna common stock, subject to
closing adjustments. The acquisition is subject to federal and state regulatory
approval and other conditions. The acquisition is expected to qualify for
pooling of interest treatment.
Hann, headquartered in Jamesburg, New Jersey, originates and services high
quality automobile loans and leases in the New Jersey, eastern Pennsylvania, New
York and Connecticut market areas. Currently, Hann services over $800 million in
automobile related receivables. Hann's proven approach to credit underwriting
provides a high return without relying on sub-prime credits. Hann's portfolio
reflects their standard of excellent credit quality with recoveries exceeding
credit losses each year over the past five years and delinquencies in excess of
30 days representing less than one tenth of one percent of their portfolio at
September 30, 1999. "We have consistently produced excellent returns without
compromising the risk factors of our credit policy", said Michael Wimmer,
President and CEO of Hann. Wimmer and his entire team will continue operating
the company as an autonomous subsidiary of Susquehanna.
The acquisition, which is expected to be completed next year, will expand
Susquehanna's leasing service capabilities by allowing Susquehanna to offer
comprehensive consumer automobile financing services (including lease
origination and servicing), throughout its market area. This transaction is
expected to be accretive to Susquehanna's earnings per share in 2000. This
transaction should also significantly improve Susquehanna's fee income as
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Hann will now be able to securitize and sell more of its new originations, an
opportunity that was significant in Hann's decision to become part of
Susquehanna. "We could not achieve the full economic benefit of the secondary
market without the support of Susquehanna's strong capital base. It is exciting
when you are given the opportunity to continue managing a company that you and
your family have been building for 40 years and know that the merger will assure
new ways for increasing the bottom line without needing to change the business",
said Wimmer.
Susquehanna Bancshares, Inc., is a multi-state bank 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 139 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 & CEO
SUSQUEHANNA BANCSHARES, INC.
