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 - January 20, 1999
HARLEYSVILLE NATIONAL CORPORATION
(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
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(Former name or former address, if changed since last report)
Page 1 of 5 Sequentially Numbered Pages
Index to Exhibits Found on Page 8
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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 January 20, 1999, Harleysville National Corporation (the
"Registrant"), effected the acquisition of Northern Lehigh Bancorp,
Inc., as contemplated in the Agreement and Plan of Reorganization
dated as of July 28, 1998, by and among the Registrant, Harleysville
National Corporation North, Inc., The Citizens National Bank of
Lansford, Northern Lehigh Bancorp, Inc. and The Citizens National Bank
of Slatington. A copy of the Agreement is attached to the Registrant's
Registration Statement No. 333-67201 on Form S-4 filed with the
Securities and Exchange Commission on November 12, 1998, and as
amended on November 20, 1998, and December 7, 1998.
We include a copy of the Press Release announcing consummation of the
transaction as Exhibit 99 to this Current Report on Form 8-K.
A summary of the transaction follows. We qualify the summary in its
entirety by reference to the full text to the Agreement, incorporated
by reference in this Current Report.
General
Pursuant to the Agreement and to Articles of Merger, filed with the
Department of State of the Commonwealth of Pennsylvania, the parties
effected the merger of Northern Lehigh Bancorp, Inc. with and into
Harleysville National Corporation North, Inc. at 11:59 p.m. on January
20, 1999. Harleysville National Corporation North, Inc. survived the
merger.
On January 22, 1999, the Registrant will effect the merger of The
Citizens National Bank of Slatington with, into and under the charter
of The Citizens National Bank of Lansford. The name of the surviving
bank is "Citizens National Bank."
* The Articles of Incorporation and Bylaws of Harleysville National
2
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Corporation North, Inc., as in effect immediately prior to the
merger, became the Articles of Incorporation and Bylaws of the
surviving corporation in the Merger, and
* The directors and officers of Harleysville National Corporation
North, Inc., immediately prior to the effective date of the
merger, became the officers and directors of the Surviving
Corporation.
Exchange of Shares
As consideration for the outstanding capital stock of Northern Lehigh
Bancorp, Inc., the Registrant exchanged each outstanding share of
common stock of Northern Lehigh Bancorp, Inc. for 3.57 shares the
Registrant's common stock, as provided in the Agreement. In lieu of
issuing fractional shares, the Registrant will furnish any holder of
common stock of Northern Lehigh Bancorp, Inc., who is entitled to a
fractional share, with a check for the amount of cash equal to the
fraction of the share represented by the certificate, as provided in
the Agreement.
At the effective time of the merger, all of the 139,498 shares of
common stock that were issued and outstanding were converted into the
right to receive a total of 498,008 shares of the Registrant's common
stock. In addition, 17,850 shares of the Registrant's common stock
were registered to fund outstanding options of Northern Lehigh
Bancorp, Inc.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99 Press Release of Registrant, dated January 21, 1999, 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.
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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)
Dated: January 20, 1999 /s/ Walter E. Daller, Jr.
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Walter E. Daller, Jr.,
President and Chief Executive Officer
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
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99 Press Release of Registrant, dated January 21, 1999, 7
re: Registrant's Acquisition of Northern Lehigh
Bancorp, Inc. and its wholly-owned subsidiary,
The Citizens National Bank of Slatington.
EXHIBIT 99
PRESS RELEASE
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FOR IMMEDIATE RELEASE
CONTACT: Walter E. Daller Jr., Chairman and CEO
Harleysville National Corporation 215-256-8851
Thomas D. Oleksa, President and CEO
Citizens National Bank 717-645-3158
Parent Company of Harleysville National Bank and Trust Company
Security National Bank
Citizens National Bank of Lansford
HARLEYSVILLE NATIONAL CORPORATION ACQUIRES
CITIZENS NATIONAL BANK OF SLATINGTON
HARLEYSVILLE, PA (January 22, 1999)-Harleysville National Corporation (HNC)
(NASDAQ: HNBC) is pleased to announce the consummation of the acquisition of
Northern Lehigh Bancorp, Inc., parent company of Citizens National Bank of
Slatington. Shareholders of Northern Lehigh Bancorp, Inc., will receive 3.57
shares of common stock of Harleysville National Corporation for each of their
common shares of Northern Lehigh Bancorp, Inc. A total of approximately 515,858
shares will be 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 July 28, 1998. The merger was
overwhelmingly approved during a Special Meeting of Shareholders held January
14, 1999.
Walter E. Daller Jr., Chairman and CEO, Harleysville National Corporation,
said, "We are delighted to have Citizens National Bank of Slatington join our
banking family and are confident the affiliation will serve the consumers and
businesses in their market particularly well."
On January 22, 1999, CNB of Slatington will be merged with and into
Citizens National Bank of Lansford (CNB), a wholly-owned subsidiary of
Harleysville National Corporation. "Having offices in Slatington and Walnutport
is a natural extension of CNB of Lansford's marketplace" said Thomas D. Oleksa.
"Additionally our presence in these communities will allow us to support
community initiatives through deposit and lending products for seniors, kids,
students and small businesses. Slatington and Walnutport are our kind of
communities."
-MORE-
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HNC CONSUMMATES ACQUISITION/2
"The merger between CNB of Lansford and CNB of Slatington will have a
positive effect on the community because both organizations have the same
personal service philosophy toward customers," said Francis Burbidge, President
and CEO of CNB of Slatington. "Customers will have more locations to do their
banking and the same familiar faces to help them."
On the effective date, CNB of Slatington's banking operations will be
merged into those of CNB of Lansford. At this time, CNB of Slatington and
Lansford will drop the town suffix in their bank names, becoming simply Citizens
National Bank. Four Slatington directors are joining the CNB Board of Directors.
Harleysville National Corporation is a bank holding company with total
assets in excess of $1.3 billion. Harleysville National Corporation's
wholly-owned bank subsidiaries are Harleysville National Bank and Trust Company,
headquartered in Harleysville, operating 21 offices throughout Montgomery, Bucks
and Chester Counties; Citizens National Bank, headquartered in Lansford,
operating eight offices throughout Carbon, Wayne, Lehigh, Northampton and
Schuylkill Counties; Security National Bank, headquartered in Pottstown,
operating four offices throughout Montgomery County, and HNC Financial Company.
