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 - September 14, 1995
HARLEYSVILLE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-15237 23-2210237
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification
of incorporation) Number)
483 Main Street
Harleysville, Pennsylvania 19438
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (215) 256-8851
N/A
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On September 7, 1995, Harleysville National Corporation
("Harleysville"), signed a definitive agreement to
acquire Farmers & Merchants Bank ("FMB"), located in
Honesdale, Pennsylvania. The transaction is subject to
obtaining regulatory and shareholder approval and,
therefore, the final closing is not expected until
early 1996.
Under the terms of the merger, FMB shareholders will
receive between 0.5915 and 0.6915 shares of
Harleysville Common Stock for each share of FMB's
Common Stock, based on the Closing Price of
Harleysville's Common Stock on the Effective Date of
the acquisition.
Upon completion of the acquisition, FMB's banking
operations will be merged into those of the Citizens
National Bank of Lansford, Lansford, Pennsylvania, a
wholly-owned subsidiary of Harleysville.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibits:
(99) Press Release of the Registrant,
Harleysville National Corporation, dated
September 8, 1995, in connection with the
acquisition.
Item 8. Change in Fiscal Year.
Not Applicable.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
HARLEYSVILLE NATIONAL CORPORATION
(Registrant)
/s/ Walter E. Daller, Jr.
___________________________________
Walter E. Daller, Jr., President
and Chief Executive Officer
(Principal Executive Officer)
Dated: September 14, 1995
EXHIBIT
(99) PRESS RELEASE
<PAGE>
HARLEYSVILLE NATIONAL CORPORATION
Harleysville, PA 19438-0195
(215) 256-8851
FOR IMMEDIATE RELEASE
Contact: Deb Takes, Executive Vice President
(215) 256-8851, Ext. 232
Vernon Hunsberger, Chief Financial Officer
(215) 256-8851, Ext. 233
HARLEYSVILLE NATIONAL CORPORATION ANNOUNCES
AGREEMENT TO ACQUIRE FARMERS & MERCHANTS BANK
HARLEYSVILLE, PA. (September 8, 1995). Harleysville National
Corporation (NASDAQ:HNBC) announced today that it has reached a
definitive agreement to acquire Farmers & Merchants Bank, a $65
million community bank based in Honesdale, Pennsylvania.
Under the terms of the merger, accounted for as a pooling of
interest, Farmers & Merchants shareholders will receive between
0.5915 and 0.6915 shares of Harleysville National Corporation
Common Stock for each share of Farmers & Merchants Common Stock,
based on the Closing Price of Harleysville National Corporation
Common Stock on the Effective Date of the acquisition. The
approximate deal value to Farmers & Merchants shareholders is
$17.00 per share, an aggregate of $12 million, or 1.45 times their
June 30, 1995 book value. Subject to regulatory and shareholder
approvals, the transaction is expected to close in early 1996.
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Page 2 of 3 HNC/Farmers & Merchants Acquisition
Richard J. Shershenovich, president of Farmers & Merchants
Bank, stated, "This acquisition represents a wonderful opportunity
for our local community bank to align itself with the very
successful consortium of community banks that Harleysville has put
together. Our new affiliation will allow us to increase the array
of financial products and services we can offer our customers."
Walter E. Daller, Jr., president and chief executive officer,
Harleysville National Corporation, stated, "We look forward to
adding Farmers & Merchants Bank, a local financial institution to
our corporate family. Though not in our immediate market area,
Honesdale, as the County seat of Wayne County, and neighboring Pike
County are projected to be among the fastest growing in the state.
We view this partnership much the same as our Citizens National
Bank ("CNB") acquisition in Lansford in 1991, i.e., Honesdale is
our kind of community with lots of opportunity for growth and
enhancement of shareholder value. When we acquired CNB, they were
$37 million in assets. They are now $80 million and earning 1.66%
return on assets."
Upon completion of the acquisition, Farmers & Merchants'
banking operations will be merged into those of the Citizens National
Bank of Lansford, Lansford, Pa., a wholly owned subsidiary of
Harleysville National Corporation. CNB has offices in Lansford and
Summit Hill, and a new Lehighton office scheduled to open at the
end of September 1995.
Thom Oleksa, president and chief executive officer of Citizens
National Bank, said that "Farmers & Merchants' excellent deposit
mix, strong core deposits, and capital levels will make it an ideal
partner for Citizens, where we have strong loan demand, strong
earnings, and the desire to expand our community bank philosophy."
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Page 3 of 3 HNC/Farmers & Merchants Acquisition
Harleysville National Corporation has identified significant
savings in operating expenses, as well as immediate revenue
enhancements. Additionally, Farmers & Merchants' strong capital
position can be leveraged to increase net interest income. Their
anticipated resulting efficiency ratio will be more in line with
the holding company's performance in this area, i.e., 53.06% as of
June 30, 1995. The transaction is expected to be accretive to
earnings within 18 months.
In keeping with Harleysville and Citizens' philosophy of
operations, Farmers & Merchants will retain their name, a regional
board, and a strong local autonomy.
Harleysville National Corporation is a bank holding company
with total assets in excess of $800 million. Harleysville
National's wholly owned subsidiaries are Harleysville National Bank
and Trust Company, which operates 16 branch offices in Montgomery
and Bucks Counties; Citizens National Bank of Lansford, which
operates two offices in Carbon County, PA; and Security National
Bank, which operates two offices in Pottstown, Montgomery County.
September 8, 1995
