SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. [ ])
[ ] Filed by the Registrant
[xx] Filed by a Party other than the Registrant
Check the Appropriate Box:
[xx] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
HARLEYSVILLE NATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
SHUMAKER WILLIAMS, P.C. (Filing Agent)
(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[xx] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
HARLEYSVILLE NATIONAL CORPORATION
____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 11, 1995
____________________
To the Shareholders of
Harleysville National Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of
HARLEYSVILLE NATIONAL CORPORATION ("Corporation") will be held at 9:30 a.m.,
prevailing time, on Tuesday, April 11, 1995, at Presidential Caterers, 2910
DeKalb Pike, Norristown, Pennsylvania 19401, for the following purposes:
1. To elect two Class A directors to serve until the expiration of their
four-year terms and until their successors are elected and qualified;
2. To approve and adopt an amendment to Article 7 of the Corporation's
amended Articles of Incorporation to provide that any merger,
consolidation, liquidation or similar fundamental change transaction
involving the Corporation must be approved by holders of at least eighty
percent (80%) of the outstanding shares of the Corporation's voting
stock unless such transaction has received prior approval of at least
seventy-five percent (75%) of all members of the Corporation's Board of
Directors in which case only a majority of the outstanding shares of the
Corporation's voting stock would be required to be voted in favor of
such transaction in order to approve it; and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
In accordance with the By-laws of the Corporation and action of the
Board of Directors, only those shareholders of record at the close of
business on March 10, 1995 will be entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof.
A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1994 is being mailed to shareholders with this Notice. Copies
of the Corporation's Annual Report for the 1993 fiscal year may be obtained
at no cost by contacting Pamela L. Hartenstine, Secretary, 483 Main Street,
P.O. Box 195, Harleysville, PA 19438, telephone (215) 256-8851.
YOU ARE URGED TO MARK, SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR
WISHES AND TO ASSURE THE PRESENCE OF A QUORUM. The prompt return of your
signed Proxy, regardless of the number of shares you hold, will aid the
Corporation in reducing the expense of additional proxy solicitations. The
giving of such Proxy does not affect your right to vote in person if you
attend the meeting and give written notice to the Secretary of the
Corporation.
By Order of the Board of Directors,
Walter E. Daller, Jr.
President and
Chief Executive Officer
March 13, 1995
Harleysville, Pennsylvania
<PAGE>
HARLEYSVILLE NATIONAL CORPORATION
____________________
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 11, 1995
____________________
GENERAL
Introduction, Date, Time and Place of Annual Meeting
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of HARLEYSVILLE NATIONAL CORPORATION
("Corporation"), a Pennsylvania business corporation, of proxies to be voted
at the Annual Meeting of Shareholders of the Corporation to be held on
Tuesday, April 11, 1995, at 9:30 a.m., prevailing time, at Presidential
Caterers, 2910 DeKalb Pike, Norristown, PA 19401, and at any adjournment or
postponement thereof.
The principal executive office of the Corporation is located at The
Harleysville National Bank and Trust Company, 483 Main Street, P.O. Box 195,
Harleysville, Pennsylvania 19438. The telephone number for the Corporation
is (215) 256-8851. All inquiries should be directed to Walter E. Daller,
Jr., President and Chief Executive Officer of the Corporation. The
Corporation currently has three banking subsidiaries: The Harleysville
National Bank and Trust Company ("Harleysville"), The Citizens National Bank
of Lansford ("Citizens"), and Security National Bank ("Security"); or
collectively, the "Banks."
Solicitation and Voting of Proxies
This Proxy Statement and the enclosed form of proxy (the "Proxy") are
first being sent to shareholders of the Corporation on or about March 13,
1995.
Shares represented on the accompanying form of Proxy, if properly signed
and returned, will be voted in accordance with the specifications made
thereon by the shareholders. Any Proxy not specifying to the contrary will
be voted FOR the election of the nominees for Class A Director named below,
and FOR the approval of the proposal to adopt a two-tiered super-majority
provision concerning approval of mergers and other fundamental corporate
transactions. Execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Annual Meeting and vote in person, after
giving written notice to the Secretary of the Corporation. The cost of
preparing, assembling, printing, mailing and soliciting proxies, and any
additional material which the Corporation may furnish shareholders in
connection with the Annual Meeting, will be borne by the Corporation. In
addition to the use of the mails, certain directors, officers and employees
of the Corporation and the Banks may solicit proxies personally, by
telephone, by telegraph, and by telecopier. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxy solicitation material to the beneficial owners of stock held of record
by these persons, and, upon request therefor, the Corporation will reimburse
them for their reasonable forwarding expenses.
Revocability of Proxy
A shareholder who returns a Proxy may revoke the Proxy at any time
before it is voted only: (1) by giving written notice of revocation to
Pamela L. Hartenstine, Secretary of Harleysville National Corporation, at 483
Main Street, P.O. Box 195, Harleysville, Pennsylvania 19438; (2) by executing
a later-dated Proxy and giving written notice thereof to the Secretary of the
Corporation; or (3) by voting in person after giving written notice to the
Secretary of the Corporation.
Voting Securities and Record Date
The Corporation is currently authorized to issue 30,000,000 shares of
Common Stock, par value $1.00 per share and 3,000,000 shares of series
preferred stock, par value $1.00 per share.
At the close of business on March 10, 1995, the Corporation had
outstanding 5,873,688 shares of common stock, par value $1.00 per share (the
"Common Stock"). As of March 10, 1995, no series preferred stock was
outstanding.
Only holders of Common Stock of record at the close of business on March
10, 1995 will be entitled to notice of and to vote at the Annual Meeting.
Cumulative voting rights do not exist with respect to the election of
directors. On all matters to come before the Annual Meeting, each share of
Common Stock is entitled to one vote.
Under Pennsylvania law and the by-laws of the Corporation, the presence
of a quorum is required for each matter to be acted upon at the Annual
Meeting. Votes withheld and abstentions will be counted in determining the
presence of a quorum for the particular matter. Broker non-votes will not be
counted in determining the presence of a quorum for the particular matter as
to which the broker withheld authority.
Assuming the presence of a quorum, the two nominees for Class A Director
receiving the highest number of votes cast by shareholders entitled to vote
for the election of directors shall be elected. Votes withheld from a
nominee and broker non-votes will not be cast for such nominee.
Assuming the presence of a quorum, the affirmative vote of the holders
of at least eighty percent (80%) of the outstanding shares of Common Stock is
required to approve and adopt the amendment to Article 7 of the Corporation's
Articles of Incorporation to provide that any merger, consolidation,
liquidation or similar fundamental change transaction involving the
Corporation must be approved by holders of at least 80 percent of the
outstanding shares of the Corporation's voting stock unless such transaction
has received prior approval of at least 75 percent of all members of the
Corporation's Board of Directors in which case only a majority of the
outstanding shares of the Corporation's voting stock would be required to be
voted in favor of such transaction in order to approve it. Abstentions and
broker non-votes are not deemed to constitute "votes cast" under the
Pennsylvania Business Corporation Law and, therefore, do not count either for
or against the amendment.
Although abstentions and broker non-votes are not deemed to constitute
votes cast, they do have the practical effect of reducing the number of
affirmative votes required to achieve a majority for each such matter by
reducing the total number of shares voted from which the required majority is
calculated.
Quorum
Pursuant to the By-laws of the Corporation, the presence, in person or
by Proxy, of shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast shall constitute a quorum for the
transaction of business at the Annual Meeting.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Principal Owners
The following table sets forth, as of March 10, 1995, the name and
address of each person who owns of record or who is known by the Board of
Directors to be the beneficial owner of more than five percent (5%) of the
Corporation's outstanding Common Stock, the number of shares beneficially
owned by such person and the percentage of the Corporation's Common Stock
owned.
Percent of
Shares Outstanding
Beneficially Common Stock
Name and Address Owned Beneficially Owned
The Harleysville National 297,999(1) 5.07%
Bank and Trust Company
Trust Department
483 Main Street
P. O. Box 195
Harleysville, PA 19438
_______________
(1) Shares held by Harleysville's Trust Department are held in its fiduciary
capacity. Harleysville's Trust Department has sole power to vote or to
direct the vote of 297,999 shares and sole power to dispose or to direct
the disposition of 297,999 shares. Harleysville's Trust Department
intends to vote all shares under its control FOR the election of the
nominees for director named below, and FOR the approval and adoption of
the amendment to the Articles of Incorporation as delineated below.
BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES
The following table sets forth, as of March 10, 1995, the amount and
percentage of the Corporation's outstanding Common Stock beneficially owned
by each director and nominee for director and by all officers and directors
of the Corporation and the Banks as a group.
Shares Percent of
Name of Individual Beneficially Outstanding
or Identity of Group Owned (1)(2) Common Stock (3)
John W. Clemens (7)........... 10,940 (11) ---
Walter E. Daller, Jr. (9)..... 142,478 (4) 2.43%
Martin E. Fossler (9)......... 16,571 (12) ---
Harold A. Herr (6)............ 10,737 (13) ---
Howard E. Kalis, III (7)...... 7,866 (14) ---
Richard M. Markley (7)........ 77,849 (15) 1.33%
Bradford W. Mitchell (8)...... 1,806 (16) ---
Walter F. Vilsmeier (6)....... 5,344 (17) ---
William M. Yocum (8).......... 29,618 (18) ---
All Officers and Directors
as a Group (44 persons) 743,999 (5)(10) 12.53% (5)
_______________
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in
the General Rules and Regulations of the Securities and Exchange
Commission and may include securities owned by or for the individual's
spouse and minor children and any other relative who has the same
home, as well as securities to which the individual has or shares
voting or investment power or has the right to acquire beneficial
ownership within sixty (60) days after March 10, 1995. Beneficial
ownership may be disclaimed as to certain of the securities.
(2) Information furnished by the directors.
(3) Less than one percent (1%) unless otherwise indicated.
(4) Includes: 6,199 shares owned solely by W. Daller; 135,993 shares
owned jointly by W. Daller and spouse; and 286 shares owned solely by
his spouse.
(5) The percent of class assumes all outstanding options issued to
directors, employee directors, and officers have been exercised and,
therefore, on a pro forma basis, 5,939,585 shares of Common Stock
would be outstanding.
(6) A Nominee for Class A Director whose term expires in 1999 and a
current Class A Director whose term expires in 1995.
(7) A Class B Director whose term expires in 1996.
(8) A Class C Director whose term expires in 1997.
(9) A Class D Director whose term expires in 1998.
(10) Does not include 297,999 shares held by The Harleysville National Bank
and Trust Company in its fiduciary capacity.
(11) Includes: 8,226 shares owned solely by J. Clemens; 665 shares owned
jointly by J. Clemens and his spouse; and 2,049 shares owned by his
spouse.
(12) Includes: 16,111 shares owned solely by M. Fossler; and 460 shares
owned by his spouse.
(13) These shares are owned solely by H. Herr.
(14) Includes: 2,206 shares owned solely by H. Kalis; 2,982 shares owned
jointly by H. Kalis and his spouse; 223 shares in an estate for which
H. Kalis is co-executor; 2,007 shares representing unexercised stock
options which are currently exercisable; and 448 shares owned by his
spouse. In calculating the tabulated percent of class, the 2,007
shares were added to the shares of Common Stock currently held by Mr.
Kalis and to the total outstanding shares assuming all outstanding
options held by Mr. Kalis were exercised.
(15) Includes: 75,000 shares owned solely by R. Markley; and 2,849 shares
owned jointly by R. Markley and his spouse.
(16) These shares are owned solely by B. Mitchell.
(17) These shares are owned solely by W. Vilsmeier.
(18) These shares are owned solely by W. Yocum.
ELECTION OF DIRECTORS
The By-laws of the Corporation provide that the Corporation's business
shall be managed by its Board of Directors. The By-laws provide that the
number of directors that shall constitute the whole Board of Directors shall
not be less than five (5) nor more than twenty-five (25) and that the Board
of Directors shall be classified into four (4) classes, each class to be
elected for a term of four (4) years. Within the foregoing limits, the Board
of Directors may, from time to time, fix the number of directors and their
respective classifications. No person shall be elected as a director who has
not attained full age. No person shall serve as a director after he or she
has attained the age of seventy (70) years. The Board of Directors has fixed
the number of Board members at nine (9) with two (2) directors in each of
Classes A, C, and D and three (3) directors in Class B. Pursuant to Section
11.1 of the By-laws, vacancies on the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of the remaining members of the Board of Directors, though less than
a quorum, and each person so appointed shall be a director until the
expiration of the term of office of the class of directors to which he or she
was appointed. Therefore, the By-laws provide for a classified Board of
Directors with staggered four-year terms of office.
In accordance with Section 10.3 of the By-laws, at the 1995 Annual
Meeting of Shareholders, two (2) Class A directors shall be elected to serve
for a four-year term and until their successors are elected and qualified.
Unless otherwise instructed, the Proxyholders will vote the Proxies
received by them for the election of the two nominees named below. If any
nominee should become unavailable for any reason, Proxies will be voted in
favor of a substitute nominee as the Board of Directors of the Corporation
shall determine. The Board of Directors has no reason to believe the
nominees named will be unable to serve, if elected. Any vacancy occurring on
the Board of Directors of the Corporation for any reason may be filled by a
majority of the directors then in office until the expiration of the term of
the vacancy.
There is no cumulative voting for the election of directors. Each share
of Common Stock is entitled to cast only one vote for each nominee. For
example, if a shareholder owns ten (10) shares of Common Stock, he or she may
cast up to ten (10) votes for each of the two (2) directors in the class to
be elected.
The Board of Directors recommends that the shareholders vote FOR the election
of the Class A Directors listed below.
INFORMATION AS TO NOMINEES, DIRECTORS, AND EXECUTIVE OFFICERS
The following table contains certain information with respect to the
executive officers, nominees for Class A Director whose term expires in 1999
and the Current Class A Directors whose term expires in 1995, and the Class
B Directors, Class C Directors and Class D Directors whose terms expire in
1996, 1997, and 1998, respectively:
Principal Occupation
for Past Five Years and Director of
Position Held with the Corporation
Corporation, or HNB
Name Age HNB, CNB, and SNB (8) Since (8)
NOMINEES FOR CLASS A DIRECTOR
WHOSE TERMS EXPIRE IN 1999, AND
CURRENT CLASS A DIRECTORS
WHOSE TERMS EXPIRE IN 1995
Walter F. Vilsmeier (2)(4). ...65 Chief Executive Officer - 1987
Vilsmeier Auction Co.,
Inc., auction and appraisal
services; Chief Executive
Officer - Vilsmeier Equipment,
Inc., purchase, sale, and
rental of used equipment
and parts
Harold A. Herr (3).............47 Partner - Albert S. Herr & 1987
Sons, Agri-Business
CLASS B DIRECTORS
WHOSE TERMS EXPIRE IN 1996
John W. Clemens (1)(2)(5)(6)...68 Director, formerly Chairman 1973
and Chief Executive
Officer - Hatfield Quality
Meats, a meat packing and
processing company
Richard M. Markley (2)(7)......64 Partner - W. E. Markley, 1979
a real estate and insurance
firm
Howard E. Kalis, III...........55 Senior Partner, Law Firm of 1994
Binder, Kalis, Linderman &
Proctor; Chairman of the
Board and Director of SNB
since 1988
CLASS C DIRECTORS
WHOSE TERMS EXPIRE IN 1997
Bradford W. Mitchell (1)(4)(5).67 Chairman of the Board 1980
and Director, formerly CEO -
Harleysville Mutual
Insurance Company;
Chairman of the Board,
and Director, formerly CEO -
4615, 221.212, 577
"09/30/94", 269.204, 178.963, 4616, 215.019, 578
"10/31/94", 283.625, 182.418, 4638, 208.563, 597
"11/30/94", 274.011, 176.366, 4654, 199.792, 600
"12/30/94", 284.418, 176.916, 4658, 198.692, 598
<PAGE>
HARLEYSVILLE NATIONAL CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 11, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints James W. Hamilton and
Vernon L. Hunsberger, and each or any of them, proxies of the undersigned,
with full power of substitution, to vote all of the shares of Harleysville
National Corporation (the "Corporation") which the undersigned may be
entitled to vote at the Annual Meeting of Shareholders of the Corporation to
be held at Presidential Caterers, 2910 DeKalb Pike, Norristown, Pennsylvania
19401 on Tuesday, April 11, 1995, at 9:30 a.m., prevailing time, and at any
adjournment or postponement thereof, as follows:
1. ELECTION OF CLASS A DIRECTORS TO SERVE FOR A FOUR-YEAR TERM
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary) for all nominees listed
below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Walter F. Vilsmeier Harold E. Herr
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
CLASS A DIRECTORS LISTED ABOVE.
2. PROPOSAL TO APPROVE AND ADOPT AN AMENDMENT TO ARTICLE 7
OF THE CORPORATION'S AMENDED ARTICLES OF INCORPORATION TO
PROVIDE THAT ANY MERGER, CONSOLIDATION, LIQUIDATION OR
SIMILAR FUNDAMENTAL CHANGE TRANSACTION INVOLVING THE
CORPORATION MUST BE APPROVED BY HOLDERS OF AT LEAST 80
PERCENT OF THE OUTSTANDING SHARES OF THE CORPORATION'S
VOTING STOCK UNLESS SUCH TRANSACTION HAS RECEIVED PRIOR
APPROVAL OF AT LEAST 75 PERCENT OF ALL MEMBERS OF THE
CORPORATION'S BOARD OF DIRECTORS IN WHICH CASE ONLY A
MAJORITY OF THE OUTSTANDING SHARES OF THE CORPORATION'S
VOTING STOCK WOULD BE REQUIRED TO BE VOTED IN FAVOR OF
SUCH TRANSACTION IN ORDER TO APPROVE IT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS
PROPOSAL.
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting and
any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.
This Proxy must be dated, signed by the shareholder and returned
promptly to the Corporation in the enclosed envelope. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title. If more than one trustee, all should sign. If stock is held jointly,
each owner must sign.
________________________________________
Signature
________________________________________
Signature
Dated:_____________________________, 1995
<PAGE>
Directions To Presidential Caterers
2910 DeKalb Pike
Norristown, PA 19401
610-275-7300
NOTE TO ALL DRIVERS: There is a traffic island in the middle of the
road on Route 202 just in front of Presidential's driveway so you CANNOT make
a left turn off Route 202 into the driveway. You MUST enter the driveway with
a right turn.
* * * * * *
From King of Prussia - Take Route 202 North through Norristown to East
Norriton. After crossing the intersection at Germantown Pike (Route 422) the
driveway to Presidential will be on your right.
From Montgomeryville & Lansdale - Take Route 202 South to East Norriton.
Turn Right at Township Line Road (Mr. Ron's Restaurant on corner). Go one
block and turn Left at Swede Road. Proceed to Germantown Pike and turn Left.
Next light, Route 202 (DeKalb Pike) turn Left. Driveway to Presidential will
be on your right.
From Philadelphia - Take Schuylkill Expressway to Plymouth Meeting. Exit
Route 476 North to Germantown Pike-West Exit. Follow Germantown Pike-West to
Route 202 North (DeKalb Pike). Make a Right onto Route 202, driveway to
Presidential will be on your right.
From Main Line - Take Blue Route, 476 North, to Germantown Pike - West
Exit. Follow Germantown Pike - West to Route 202 North (DeKalb Pike). Make
a Right onto Route 202, driveway to Presidential will be on your right.
From Willow Grove - Take PA-Turnpike (Route 276) to Norristown Exit.
Follow Germantown Pike-West to Route 202 North (DeKalb Pike). Make a Right
onto Route 202, driveway to Presidential will be on your right.
<PAGE>
Breakfast Invitation Response
Harleysville National Corporation will conduct its Annual Meeting of
Shareholders on Tuesday, April 11, 1995 at 9:30 a.m. at Presidential
Caterers, 2910 DeKalb Pike, Norristown, Pennsylvania 19401.
You are cordially invited to join us for breakfast prior to the Annual
Meeting, beginning at 9:00 a.m. The meeting will convene promptly at 9:30
a.m.
Would you be kind enough to help us make appropriate arrangements by filling
out and mailing this response card, along with your proxy vote, in the
enclosed stamped, self-addressed envelope.
For your convenience, enclosed are directions to Presidential Caterers.
Name(s)______________________________________________________________
_____________________________________________________________________
( ) Yes, I will join you for breakfast and the Annual Meeting
at Presidential Caterers on Tuesday, April 11, 1995.
<PAGE>
Harleysville National Corporation
Annual Meeting - 9:30 a.m.
Breakfast - 9:00 a.m.
April 11, 1995
For your convenience - retain for your reference
Harleysville National Corporation will conduct its Annual Meeting of
Shareholders on Tuesday, April 11, 1995 at 9:30 a.m. at Presidential
Caterers, 2910 DeKalb Pike, Norristown, Pennsylvania 19401.
Breakfast will be served prior to the Annual Meeting, beginning at 9:00 a.m.
The meeting will convene promptly at 9:30 a.m.
Please return your proxy vote if you have not already done so.
Directions to Presidential Caterers were sent with your Breakfast Invitation
Response card.
If you find that your plans have changed and you will be unable to join us
for the annual meeting and breakfast, kindly call Harleysville National
Corporation's Shareholder Services Department at 215-256-8851, Extension 347,
and help us eliminate unnecessary charges. Thank you.
