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 - July 28, 1998
HARLEYSVILLE NATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania
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State or other jurisdiction
of incorporation)
0-15237
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(Commission File
Number)
23-2210237
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(IRS Employer
Identification Number)
483 Main Street
Harleysville, Pennsylvania
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(Address of principal executive offices)
19438
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(Zip Code)
Registrant's telephone number including area code: (215) 256-8851
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N/A
(Former name or former address, if changed since last report)
Page 1 of 8 Sequentially Numbered Pages
Index to Exhibits Found on Page 5
1
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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 July 28, 1998, the Registrant, Harleysville National Corporation
("HNC"), signed a definitive agreement to acquire Northern Lehigh
Bancorp, Inc. ("NLBI"), a Pennsylvania corporation and bank holding
company, and its wholly-owned subsidiary, The Citizens National Bank
of Slatington ("Slatington"), a $72 million community bank based in
Slatington, Pennsylvania. The transaction is subject to obtaining
regulatory and shareholder approval and, therefore, the final closing
is not expected until late 1998.
The acquisition will be effected by the merger of Harleysville
National Corporation North, Inc., a bank holding company and a
wholly-owned subsidiary of HNC, with NLBI. The Citizens National Bank
of Lansford ("CNB"), a national banking association and a wholly-owned
subsidiary of HNC, will merge with Slatington, under the name Citizens
National Bank.
Under the terms of the merger, NLBI shareholders will receive 3.57
shares of HNC's common stock for each share of NLBI's common stock.
On July 28, 1998, the Registrant issued a press release announcing
execution of the agreement, which press release is attached as Exhibit
99 hereto and incorporated herein by reference.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
2
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Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99 Press Release of Registrant, dated July 28, 1998, re:
Registrant's Acquisition of Northern Lehigh Bancorp, Inc. and its
wholly-owned subsidiary, The Citizens National Bank of
Slatington.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
3
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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.
Dated: August 4, 1998 ----------------------------------
Walter E. Daller, Jr.,
President and
Chief Executive Officer
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
- -------- ----------------
99 Press Release of Registrant, dated July 28, 1998, 7
re: Registrant's Acquisition of Northern Lehigh
Bancorp, Inc. and its wholly-owned subsidiary,
The Citizens National Bank of Slatington.
5
EXHIBIT 99
PRESS RELEASE
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HARLEYSVILLE NATIONAL CORPORATION
PRESS RELEASE
HARLEYSVILLE NATIONAL CORPORATION
announces
Agreement to Acquire
NORTHERN LEHIGH BANCORP, INC.
Contact: Walter E. Daller, Jr., President and Chief Executive Officer,
(215) 256-8851
Date: July 28, 1998
Harleysville National Corporation (HASDAQ: HNBC) announced today that it
has reached a definitive agreement to acquire Northern Lehigh Bancorp, Inc.,
parent company of Citizens National Bank of Slatington, a $72 million community
bank based in Slatington, Pennsylvania.
Under the terms of the merger, accounted for as a pooling of interest,
Northern Lehigh Bancorp shareholders will receive 3.57 shares of Harleysville
National Corporation common stock for each share of Northern Lehigh Bancorp
stock. The approximate deal value to Northern Lehigh Bancorp is $151.70 per
share, an aggregate of $21.1 million. This price equates to 22.04 times Northern
Lehigh Bancorp's estimated trailing 12 months' earnings and a multiple of 2.57
times their book value as of June 30, 1998. Subject to regulatory and
shareholder approvals, the transaction is expected to close by the end of 1998.
Francis Burbidge, president and chief executive officer of Citizens
National Bank of Slatington, 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 National Corporation
has put together. Our new affiliation will afford us the opportunity to increase
the array of 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 Citizens National Bank
of Slatington, a local financial institution, to our corporate family. We view
this partnership much the same as our former acquisitions, i.e. Slatington is
our kind of community with opportunities for growth and enhancement of
shareholder value."
Upon completion of the acquisition, Citizens National Bank of Slatington's
banking operations will be merged into those of the Citizens National Bank of
Lansford, PA, a wholly owned subsidiary of Harleysville National Corporation.
The combined banks' name will be shortened to Citizens National Bank. Citizens
National Bank of Lansford has offices in Lansford, Summit Hill, Lehighton,
McAdoo, and Honesdale. Citizens National Bank of Slatington has offices in
Slatington and Walnutport.
Thom Oleksa, president and chief executive officer of Citizens National
Bank of Lansford,
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said that "Citizens National Bank of Slatington looks very much like Citizens
National Bank of Lansford. We both share the same commitment to our customers
and our communities. Our partnership will be a natural extension of our two
organizations."
Four members of Northern Lehigh Bancorp's board of directors will join
Citizens National Bank of Lansford's board. The entire Northern Lehigh Bancorp
board will remain as a regional board of directors for the Slatington region.
The employees of Citizens National Bank of Slatington, including Francis
Burbidge, president and ceo, will all remain with the bank.
Harleysville National Corporation is a bank holding company with total
assets in excess of $1.2 billion. Harleysville National's wholly owned
subsidiaries include: Harleysville National Bank & Trust Company, which operates
21 branch offices in Montgomery, Bucks, and Chester counties; Citizens National
Bank of lansford; Security National Bank, which operates four offices in
Pottstown, Montgomery County.
