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 - March 1, 1996
HARLEYSVILLE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-15237 23-2210237
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
483 Main Street
Harleysville, Pennsylvania 19438
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (215) 256-8851
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_________________________________________________________________
(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 March 1, 1996, Farmers & Merchants Bank (Honesdale,
PA.)("FMB") (approximately $63 million in assets) was
merged with and into The Citizens National Bank of
Lansford ("CNB"), a wholly owned subsidiary of
Harleysville National Corporation ("HNC"), pursuant to
an Agreement and Plan of Reorganization dated September
7, 1995, and a related Agreement and Plan of Merger of
the same date (the "Agreements"). Shareholders of FMB
approved the Agreements and the underlying merger
at a Special Meeting of Shareholders held on January
31, 1996.
Under the terms of the merger, FMB shareholders
received .6190 shares of HNC Common Stock for each
share of FMB's Common Stock. A total of 438,262 shares
were issued by HNC in the transaction.
The acquisition of FMB pursuant to the merger described
above is expected to have an immaterial impact on HNC's
financial position and results of operations. As of
December 31, 1995, HNC had total assets of $874
million, total shareholders' equity of $78 million and
net income of $11.8 million.
As a result of the acquisition, HNC, has consolidated
assets of approximately $935 million.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
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Item 7. Financial Statements and Exhibits.
Exhibits:
(99) Press Release of the Registrant, Harleysville
National Corporation, dated March 1, 1996, in
connection with the acquisition.
Item 8. Change in Fiscal Year.
Not Applicable.
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)
Dated: March 1, 1996 /s/ Walter E. Daller, Jr.
_______________________________
Walter E. Daller, Jr., President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Vernon L. Hunsberger
________________________________
Vernon L. Hunsberger
Treasurer
56467
EXHIBIT
(99) PRESS RELEASE
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HARLEYSVILLE NATIONAL CORPORATION
FOR IMMEDIATE RELEASE
CONTACT: Walter E. Daller, President & CEO
Harleysville National Corporation (215) 256-8851
Richard K. Arnold, Executive Vice President & CEO
Farmers & Merchants Bank (Honesdale, PA) (717) 253-1096
Thomas D. Oleksa, President & CEO
The Citizens National Bank of Lansford (717) 645-3158
Harleysville National Corporation Consummates
Acquisition of Farmers & Merchants Bank
HARLEYSVILLE, PA (March 1, 1996) -- Harleysville National
Corporation ("HNC") (NASDAQ:HNBC) is pleased to announce that
effective today it has consummated the acquisition of Farmers &
Merchants Bank, Honesdale, PA. As of March 1, 1996, Farmers &
Merchants Bank (F&M) was merged with and into Citizens National
Bank of Lansford ("Citizens"), a wholly-owned subsidiary of
Harleysville National Corporation. At that time, each shareholder
of Farmers & Merchants received 0.6190 shares of common stock of
Hareleysville National Corporation in exchange for each share of
common stock owned of Farmers & Merchants Bank. A total of
approximately 438,262 shares of common stock were issued by HNC in
connection with this transaction.
The acquisition was completed pursuant to an Agreement and
Plan of Reorganization and Agreement of Merger dated September 7,
1995. The merger was overwhelmingly approved during a Special
Meeting of the Shareholders of F&M held January 31, 1996.
Walter E. Daller, President and CEO, Harleysville National
Corporation, said, "We are delighted to have Farmers & Merchants
Bank join our banking family. We are confident that their
affiliation with Citizens National Bank of Lansford, one of our
most profitable and progressive subsidiaries, will serve the
consumers and business of the greater Honesdale area well."
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HARLEYSVILLE NATIONAL CORPORATION
FOR IMMEDIATE RELEASE
"We are looking forward to our new relationship with
Harleysville National Corporation and the opportunity to emerge as
a leading financial institution in our area. With F&M's knowledge
of the Honesdale area and Citizens' diverse product line, we are
excited about expanding our services to the community," Richard K.
Arnold, executive vice president and CEO, Farmers & Merchants Bank,
said.
Thomas D. Oleksa, President & CEO, Citizens, stated, "We are
excited about our expansion into Honesdale, the county seat of
Wayne county. Honesdale is our kind of community, representing
plenty of opportunity for growth. Together we will be able to make
far larger loans and provide services for seniors, kids, students
and small businesses."
On the Effective Date, F&M's banking operations were merged
into those of Citizens National Bank. In keeping with HNC's and
Citizens' philosophy of operations, F&M will retain its name. A
regional board, composed of F&M's directors, will remain in place
so that a local touch is maintained.
HNC is a multi-bank holding company with total assets in
excess of $935 million. HNC's wholly-owned subsidiaries are
Harleysville National Bank and Trust Company, Montgomery County,
PA, which operates 16 branch offices in Montgomery and Bucks
counties; The Citizens National Bank of Lansford, Carbon County,
PA, which operates three offices in Carbon County and one in Wayne
County; and Security National Bank of Pottstown, which operates
four offices in Pottstown, Montgomery County. HNC's common stock
is traded in the over-the-counter market (NASDAQ National Market
Issues) under the ticker symbol HNBC.
