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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) March 3, 2000
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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
On March 3, 2000, Susquehanna Bancshares, Inc. ("Susquehanna") acquired all of
the outstanding stock of 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, in cash transactions.
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: March 8, 2000 By: /s/ Robert S. Bolinger
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Robert S. Bolinger
Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
Exhibit
99 Press Release - Press Release of Susquehanna, dated March 7, 2000,
regarding the acquisition of VFAM and VFICO
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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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ANNOUNCES ACQUISITION OF ASSET MANAGEMENT COMPANY
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FOR IMMEDIATE RELEASE: LITITZ, PA., March 7, 2000: Susquehanna Bancshares, Inc.,
(Nasdaq-Amex: SUSQ) announced that it completed the acquisition of 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, on March 3,
2000, in cash transactions.
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 March 3, 2000, it had approximately $900 million in
assets under management. VFAM and its predecessors have provided investment
advisory services to its clients since 1970.
The acquisition represents Susquehanna's first acquisition of an investment
advisory services corporation and is expected to enable Susquehanna and its
affiliates to offer a broader range of investment advisory, asset management and
brokerage services to its customers.
Robert S. Bolinger, Chairman of the Board 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."
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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, a trust and investment company, and an asset management
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.; 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.; Boston Service Company, Inc. (t/a Hann Financial Service Corporation;) and
Valley Forge Asset Management Corp., King of Prussia, Pa. 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.
