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Registration No. 333-38032
Rule 424(B)(3)
Prospectus
Susquehanna Bancshares, Inc.
2,360,000 Shares of Common Stock
Certain existing shareholders of Susquehanna Bancshares, Inc. may offer to
sell from time to time up to 2,360,000 shares of our common stock pursuant to
this prospectus.
The selling shareholders may sell their shares in any manner described in
the "Plan of Distribution" section of this prospectus beginning on page 7.
Our common stock is traded under the symbol "SUSQ" on the Nasdaq National
Market. On May 24, 2000, the closing price for our common stock was $13.375.
We are registering these shares as required under the terms of an agreement
between the selling shareholders and us to make the shares of our common stock
covered by this prospectus freely tradable. Registration of these shares does
not necessarily mean that any of the shares will be offered or sold by the
selling shareholders. We will receive no proceeds of any sale of these shares,
but will incur expenses in connection with the offering.
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Neither the Securities Exchange Commission, any state securities commission nor
any other regulatory body has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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These securities are not deposit accounts of any bank and are not insured by
the Federal Deposit Insurance Corporation or any other government agency.
The date of this Prospectus is June 19, 2000.
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TABLE OF CONTENTS
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SUSQUEHANNA................................................................. 3
USE OF PROCEEDS............................................................. 4
REGISTRATION RIGHTS......................................................... 5
SELLING SHAREHOLDERS........................................................ 6
PLAN OF DISTRIBUTION........................................................ 7
LEGAL MATTERS............................................................... 7
EXPERTS..................................................................... 7
WHERE YOU CAN FIND MORE INFORMATION......................................... 8
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_____________________
You should rely only on the information incorporated by reference or
contained in this prospectus. We have not authorized anyone else to provide you
with different or additional information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front page of the prospectus. The selling shareholders are not making an
offer of the common stock in any state where the offer is not permitted.
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SUSQUEHANNA
Susquehanna Bancshares, Inc. is a multi-state financial holding company
headquartered in Lititz, Pennsylvania. As of December 31, 1999, Susquehanna
operated as a super-community bank holding company with nine commercial banks,
one federal savings bank and two non-bank subsidiaries. As of December 31, 1999,
Susquehanna had consolidated assets of $4.3 billion, loans receivable of $3.0
billion, deposits of $3.2 billion and shareholders' equity of $404 million.
Susquehanna was incorporated in Pennsylvania in 1982. Its executive offices
are located at 26 North Cedar Street, Lititz, Pennsylvania 17543, and its
telephone number is (717) 626-4721.
Susquehanna, through its subsidiaries, provides a wide range of retail and
commercial banking and financial services. Its retail banking business strategy
is to expand its deposit and other product market share through a high level of
customer service, new product offerings, application of new technologies and
delivery systems, and selective acquisitions. Susquehanna operates an extensive
branch network and has a strong market presence in its primary markets in
Pennsylvania, Maryland and New Jersey. As a result of the development of broad
banking relations with its customers, core deposits fund Susquehanna's lending
and investing activities almost entirely.
Susquehanna's retail banking services include checking and savings
accounts, money market accounts, certificates of deposit, individual retirement
accounts, Christmas clubs, mutual funds and annuities, home equity lines of
credit, residential mortgage loans, home improvement loans, student loans,
automobile loans and personal loans.
The acquisition of certain Maryland thrifts in 1995 and 1996 substantially
enhanced Susquehanna's mortgage origination and mortgage banking capabilities.
The consolidation in 1996 of several mortgage operations into Susquehanna
Mortgage Company (formerly known as "Atlantic First Mortgage Company"), a
mortgage subsidiary of Susquehanna Bank, further enhanced the expansion of
Susquehanna's mortgage banking operations in its Maryland and Pennsylvania
markets.
Susquehanna's consolidated commercial lending operations include
commercial, financial and agricultural lending (11% of the total loan portfolio
at December 31, 1999), real estate construction lending (9%), and commercial
mortgage lending (20%). Loans originated by each subsidiary are subject to
central review and uniform Susquehanna credit standards. Nearly all of
Susquehanna's loans are concentrated in the markets served by its subsidiary
commercial and savings banks.
Certain of Susquehanna's subsidiary depository institutions, namely Farmers
First Bank, through its subsidiary, Susquehanna Trust & Investment Company,
Citizens National Bank of Southern Pennsylvania, First National Trust Bank,
Williamsport National Bank and Farmers & Merchants Bank and Trust also render
services as trustee, executor, administrator, guardian, managing agent,
custodian and investment advisor and perform other fiduciary activities
authorized by law.
Through its subsidiary, Susque-Bancshares Life Insurance Co., Susquehanna
offers certain credit related insurance products. Susquehanna also offers
certain leasing services through its subsidiary Susque-Bancshares Leasing Co.,
Inc., and its wholly owned subsidiary, Susquebanc Lease Co. Susquehanna expanded
its leasing service capabilities through its acquisition in February of 2000 of
Hann Financial Services Corporation, which provides comprehensive consumer
automobile financing services.
In 1999, Susquehanna also acquired a less than 5% equity interest in
Aexpert, Inc., and entered into an arrangement with its wholly-owned subsidiary,
Aexpert Advisory, Inc., Aexpert Advisory, Inc. is a registered investment
advisor and offers fee-based management account services combining its
proprietary computer-based market-timing forecasting tool with certain mutual
funds. Susquehanna and certain of its subsidiaries share the fees received by
Aexpert Advisory, Inc. in connection with the accounts specifically referred to
it by them.
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Susquehanna's subsidiaries also have similar referral fee arrangements with
other non-affiliated investment advisors/broker-dealers. Through Susquehanna's
acquisition of Valley Forge Asset Management Corp. in March of 2000, which
represented Susquehanna's first acquisition of an investment advisory services
corporation, Susquehanna and its subsidiaries expect to be able to offer a
broader range of investment advisory, asset management and brokerage services to
its customers.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling shareholders
of the shares being offered by this prospectus, but we have agreed to pay
certain expenses relating to registration of the shares under federal and state
securities laws.
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REGISTRATION RIGHTS
The registration of the shares being sold in this offering will fulfill our
obligations under the terms of a registration rights agreement with the former
shareholders of Boston Service Company, Inc. (t/a Hann Financial Service
Corporation), which we entered into in connection with the acquisition of Boston
Service Company.
Pursuant to the registration rights agreement with the former shareholders
of Boston Service Company, we agreed to pay all expenses of registering the
shares, including the legal fees of one legal counsel for the selling
shareholders as a group. However, we are not obligated to pay any other legal
expenses, underwriting fees, discounts or commissions, or any other expenses of
the selling shareholders. We also agreed to indemnify each selling shareholder
from and against losses, claims, damages, liabilities and expenses arising under
the securities laws in connection with the registration statement or this
prospectus, subject to certain limitations. In addition, each selling
shareholder has severally agreed to indemnify Susquehanna and its directors,
officers who sign the registration statement and any person who controls
Susquehanna against all losses, claims, damages, liabilities and expenses
arising under the securities laws insofar as such losses, claims, damages,
liabilities or expenses relate to information furnished to Susquehanna by such
selling shareholder for use in the registration statement or this prospectus or
any amendment or supplement thereto.
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SELLING SHAREHOLDERS
All of our common stock offered hereby was issued to the shareholders of
Boston Service Company, Inc. (t/a Hann Financial Service Corporation) in
accordance with a Share Exchange Agreement dated as of November 17, 1999,
between Susquehanna, Boston Service Company and the shareholders of Boston
Service Company. The common stock offered by this prospectus was issued in
exchange for all of the outstanding capital stock of Boston Service Company in
accordance with the terms of the Share Exchange Agreement in a transaction
exempt from the registration requirements of the Securities Act. The offer and
sale of the common stock offered by this prospectus is being registered pursuant
to registration rights granted to the selling shareholders in connection with
our acquisition of Boston Service Company.
The following table sets forth the names of the selling shareholders, the
number of shares beneficially owned as of May 24, 2000 and the maximum number of
shares of our common stock that may be offered from time to time under this
prospectus by each of them or their respective donees or pledgees. Because the
selling shareholders may sell or otherwise transfer less than all of their
shares of our common stock pursuant to this prospectus, we cannot estimate the
number of shares of our common stock that will be held by each selling
shareholder after this offering.
Shares of Common
Stock Beneficially Shares of Common
Owned as of Stock Offered
Name May 24, 2000 (1) Hereby
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Michael J. Wimmer (2).... 1,829,071 826,000
Terry Wimmer (3)......... 1,829,071 826,000
Sydell Lourie............ 590,000 590,000
Michael J. Wimmer,
Custodian f/b/o Brad
Wimmer under the Uniform
Gift to Minors Act (4)... 1,829,071 118,000
(1) Unless otherwise indicated, shares shown as beneficially owned are held
individually by the person indicated or jointly with spouse or children living
in the same household, individually by the spouse or children living in the same
household, or as trustee, custodian or guardian for minor children living in the
same household.
(2) Mr. Wimmer has sole beneficial ownership with respect to 826,000 shares,
and shares beneficial ownership with his wife with respect to 8,116 shares. He
also holds 118,000 shares as custodian for a child. Mr. Wimmer's wife has sole
beneficial ownership of 826,000 shares. In addition, 50,955 shares are held by
Hann & Co., of which Mr. Wimmer is a principal.
(3) Mrs. Wimmer has sole beneficial ownership with respect to 826,000 shares,
and shares beneficial ownership with her husband with respect to 8,116 shares.
Mrs. Wimmer's husband has sole beneficial ownership of 826,000 shares. Mrs.
Wimmer's husband also holds 118,000 shares as custodian for a child. In
addition, 50,955 shares are held by Hann & Co., of which Mrs. Wimmer's husband
is a principal.
(4) Mr. Wimmer, as the custodian f/b/o Brad Wimmer under the Uniform Gift to
Minors Act, has sole beneficial ownership with respect to 118,000 shares. Mr.
Wimmer, individually, has sole beneficial ownership with respect to 826,000
shares, and shares beneficial ownership with his wife with respect to 8,116
shares. Mr. Wimmer's wife has sole beneficial ownership of 826,000 shares. In
addition, 50,955 shares are held by Hann & Co., of which Mr. Wimmer is a
principal.
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Michael J. Wimmer, a selling shareholder, was elected as a director of
Susquehanna at Susquehanna's Annual Meeting of its shareholders on May 26, 2000,
and is an employee of Boston Service Company pursuant to an employment agreement
with Boston Service Company dated February 1, 2000.
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PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus may be offered and
sold from time to time by the selling shareholders. The selling shareholders
will act independently of Susquehanna in making decisions with respect to the
timing, manner and size of each sale. Such sales may be made in transactions on
the Nasdaq National Market or otherwise at prices related to the then current
market price or at negotiated prices. The selling shareholders may also make
private sales either directly or through a broker or brokers. The selling
shareholders may sell their shares of common stock by one or more of the
following methods:
. purchases by a broker-dealer as principal and resale by such broker or
dealer for its account;
. ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
. block trades in which a broker-dealer will attempt to sell the shares
as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
. through one or more underwritten offerings on a firm commitment or
best efforts basis; and
. in privately negotiated transactions.
In connection with the sale of the common stock, the selling shareholders
may enter into hedging transactions with broker-dealers or other financial
institutions which may in turn engage in short sales of the common stock and
deliver these securities to close out such short positions, or loan or pledge
the common stock to broker-dealers that in turn may sell these securities.
In effecting sales, broker-dealers engaged by the selling shareholders may
arrange for other broker-dealers to participate in resales. Broker-dealers will
receive commissions or discounts from the selling shareholders in amounts to be
negotiated immediately prior to the sale.
In offering the shares of common stock covered by this prospectus, the
selling shareholders and any broker-dealers who execute sales for the selling
shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and the compensation of such
broker-dealer may be deemed to be underwriting discounts and commissions under
the Securities Act.
The selling shareholders may also sell their shares in accordance with Rule
144 under the Securities Act of 1933, rather than pursuant to this prospectus,
regardless of whether the shares are covered by this prospectus.
Susquehanna has agreed to pay all expenses incident to the offering and
sale of the Common Shares, other than commissions, discounts and fees of
underwriters, broker-dealers or agents. Susquehanna has agreed to indemnify the
selling shareholders against certain losses and expenses, including losses and
expenses pertaining to liabilities arising under the Securities Act.
LEGAL MATTERS
The legality of the common stock offered hereby will be passed upon for us
by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated balance sheets as of December 31, 1999 and 1998 and the
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1999,
incorporated by reference in this prospectus, have been incorporated herein in
reliance on the report of
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PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
A registration statement on Form S-3 with respect to the shares offered
hereby (together with any amendments, exhibits and schedules thereto) has been
filed with the SEC under the Securities Act. This prospectus does not contain
all of the information contained in such registration statement on Form S-3,
certain portions of which have been omitted pursuant to the rules and
regulations of the SEC. For further information with respect to Susquehanna and
the shares offered hereby, reference is made to the registration statement on
Form S-3. Statements contained in this prospectus regarding the contents of any
contract or any other documents are not necessarily complete and, in each
instance, reference in hereby made to the copy of such contract of document
filed as an exhibit to the registration statement on Form S-3. The registration
statement may be inspected without charge at the Securities and Exchange
Commission's principal office in Washington D.C., and copies of all of any part
thereof may be obtained from the Public Reference section, Securities and
Exchange Commission, Washington D.C., 20549, upon payment of prescribed fees.
We also file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC public reference rooms located at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661 and 7 World Trade Center, Suite
1300, New York, NY 10048.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our filings are also available to the public from commercial
document retrieval services and at the web site maintained by the Securities and
Exchange Commission at http://www.sec.gov.
The SEC allows us to incorporate by reference information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we have previously
filed with the SEC. These documents contain important information about us, our
business and our finances.
The documents that we are incorporating by reference are:
. Our Annual Report on Form 10-K for the year ended December 31, 1999;
. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
. Our Current Reports on Forms 8-K dated February 8, 2000 and March 8,
2000; and
. Our definitive Proxy Statement dated April 24, 2000, filed in
connection with our 2000 Annual Meeting of Shareholders.
Any documents which we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus but before the end of any
offering of securities made under this prospectus will also be considered to be
incorporated by reference.
If you request, either orally or in writing, we will provide you with a
copy of any or all documents which are incorporated by reference. We will
provide such documents to you free of charge, but will not include any exhibits,
unless those exhibits are incorporated by reference into the document. You
should address written requests for documents to Secretary, Susquehanna
Bancshares, Inc., 26 North Cedar Street, Lititz, Pennsylvania 17543, (717) 626-
4721.
You should rely only on the information incorporated by reference or
contained in this prospectus or any supplement. We have not authorized anyone
else to provide you with different or additional information. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the
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date on the front of those documents. The selling shareholders are not making an
offer of these securities in any state where the offer is not permitted.
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