SUSQUEHANNA BANCSHARES INC
8-K, 2000-02-08
NATIONAL COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                _______________


                                   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)        February 1, 2000
                                                --------------------------------



                         Susquehanna Bancshares, Inc.

       Pennsylvania                 0-10674                 23-2201716
- --------------------------------------------------------------------------------
(State or Other Jurisdiction      (Commission              (IRS Employer
     of Incorporation)            File Number)          Identification No.)

26 North Cedar Street, Lititz, Pennsylvania         17543
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)          (Zip Code)


Registrant's telephone number, including area code  (717) 626-4721
                                                    ----------------------------


                                Not  Applicable
- --------------------------------------------------------------------------------
            (Former Name or Address, if Changed Since Last Report)
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ITEM 5.    OTHER EVENTS

On February 1, 2000, Susquehanna Bancshares, Inc. ("Susquehanna") acquired 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, for 2,360,000 shares of
Susquehanna common stock

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.


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:  February 8, 2000             By: /s/ Robert S. Bolinger
                                        ----------------------
                                        Robert S. Bolinger
                                        Chairman of the Board and Chief
                                               Executive Officer

EXHIBIT INDEX


Exhibit


99        Press Release - Press Release of Susquehanna, dated February 8, 2000,
          regarding the acquisition of Hann

                                       2

<PAGE>

                                  EXHIBIT 99
<PAGE>

                         SUSQUEHANNA BANCSHARES, INC.
                     26 NORTH CEDAR STREET, P.O. BOX 1000
                            LITITZ, PA  17543-7000
                                (717) 626-4721

                         SUSQUEHANNA BANCSHARES, INC.
                         ----------------------------
             ANNOUNCES ACQUISITION OF AUTOMOBILE FINANCING COMPANY
             -----------------------------------------------------

FOR IMMEDIATE RELEASE:  LITITZ, PA., February 8, 2000:  Susquehanna Bancshares,
Inc.  (Nasdaq-Amex:  SUSQ) announced today that it completed the acquisition of
Boston Service Company, Inc. (t/a Hann Financial Service Corporation) ("Hann"),
a closely-held consumer automobile financing company, on February 1, 2000, for
2,360,000 shares of Susquehanna common stock.

     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 December 31, 1999.

     The acquisition 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 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.

     Susquehanna Bancshares, Inc., is a multi-state bank holding company
composed of nine banks, one savings bank, two leasing companies, a credit life
reinsurance company and a trust and investment company with combined assets of
approximately $4.9 billion. Susquehanna provides financial services through its
subsidiaries - 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., Lititz, Pa.;
<PAGE>

Susque-Bancshares Life Insurance Company, Lititz, Pa.; Susquehanna Trust &
Investment Co., Lititz, Pa.; Susquehanna Bancshares South, Inc., parent of
Susquehanna Bank, Towson, Md.; Susquehanna Bancshares East, Inc., parent of
Equity Bank, N.A., Marlton, N.J. and Founders' Bank, Bryn Mawr, Pa.; and Boston
Service Company, Inc. (t/a Hann Financial Service Corporation.)   These
subsidiaries own or lease 140 community banking offices in the mid-Atlantic
region.

     This press release contains "forward looking" statements as defined in the
Private Securities Litigation Reform Act of 1995, that are based on
Susquehanna's current expectations, estimates and projections about future
events and financial trends affecting the financial condition of its business.
These statements are not historical facts or guarantees of future performance,
events or results. Such statements involve potential risks and uncertainties.
Accordingly, actual results may differ materially.  Susquehanna undertakes no
obligation to publicly update or revise any forward looking statements, whether
as a result of new information, future events or otherwise.

     Investor information may be requested on our web-site at
http://www.susqbanc.com.

For Further Information Contact:        Robert S. Bolinger
                                        Chairman of the Board & CEO
                                        SUSQUEHANNA BANCSHARES, INC.


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