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 - December 28, 1999
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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N/A
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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 Tuesday, December 28, 1999, the Registrant, Harleysville National
Corporation ("HNC"), reached a definitive agreement to acquire
Citizens Bank and Trust Company, a $130 million community bank based
in Palmerton, Pennsylvania, with additional offices in Kresgeville and
Walnutport, Pennsylvania.
Under the terms of the acquisition, to be accounted for as a pooling
of interests, Citizens Bank and Trust Company shareholders will
receive 166 shares of Harleysville National Corporation common stock
for each share of Citizens Bank and Trust Company stock held.
On December 28, 1999, the Registrant issued a press release announcing
execution of the agreement. The press release, Exhibit 99 to this
current report, is incorporated herein by reference.
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 December 28, 1999.
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)
/s/ Walter E. Daller, Jr.
Dated: January 7, 2000 _____________________________________
Walter E. Daller, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed
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99 Press Release of Registrant, dated December 28, 1999. 7-8
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EXHIBIT 99
PRESS RELEASE
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HARLEYSVILLE NATIONAL
CORPORATION
FOR IMMEDIATE RELEASE
Contact: Walter E. Daller, Jr., President and CEO
Phone: 215-256-8851
HARLEYSVILLE NATIONAL CORPORATION ANNOUNCES
AGREEMENT TO ACQUIRE CITIZENS BANK & TRUST CO.
HARLEYSVILLE, PA (December 29, 1999)-Harleysville National Corporation
(NASDAQ:HNBC) announced today that it has reached a definitive agreement to
acquire Citizens Bank & Trust Company, a $130 million community bank based in
Palmerton, Pennsylvania, with additional offices in Kresgeville and
Walnutport, PA.
Under the terms of the acquisition, accounted for as a pooling of interest,
Citizens Bank & Trust Company shareholders will receive 166 shares of
Harleysville National Corporation common stock for each share of Citizens Bank &
Trust Company stock. The approximate deal value to Citizens Bank & Trust Company
is $29.9 million. This price equates to 21.40 times Citizens Bank & Trust
Company's trailing 12 months' earnings (October 1, 1998-September 30, 1999) and
169.33% of their book value as of September 30, 1999.
Following the acquisition, which is subject to regulatory and shareholder
approval, Harleysville National Corporation will have assets of approximately
$1.75 billion. The transaction is expected to close mid-year 2000 and will be
accretive to earnings within 18 months of closing.
James A. Wimmer, Chairman of the Board and President of Citizens Bank &
Trust Company, 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, "The Palmerton acquisition represents a perfect
geographic fit for our Citizens National Bank franchise, headquartered in
Lansford. Strategically, it rounds out our presence in Carbon County, giving us
the leading market share there. We look forward to adding Citizens Bank & Trust
Company to our corporate family. We view this partnership as a win-win for all
concerned-the bank, their customers and shareholders, and the same
constituencies at Harleysville. Palmerton is our kind of community with
opportunities to leverage our community bank philosophy and enhance shareholder
value." Daller also observed, "This is the seventh acquisition for HNC in the
past eight years and it is important to note, that after each, we have
maintained our 23-year record of earnings per share increases."
Upon completion of the acquisition, Citizens Bank & Trust Company's banking
operations will be merged into those of Citizens National Bank, a wholly-owned
subsidiary of Harleysville National Corporation. Citizens National Bank has
offices in Lansford, Summit Hill, Lehighton, McAdoo, Honesdale, Slatington, and
Lehigh Township in Northampton County.
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Thomas D. Oleska, President and Chief Executive Officer of Citizens
National Bank, said that, "Citizens Bank & Trust Company looks very much like
Citizens National Bank. Not only do we already "share" a name, but we also share
the same commitment to our customers and communities. Our partnership will be a
natural extension of our two organizations, and all of our customers will have
even more local banking offices for their convenience."
Two members of Citizens Bank & Trust Company's board of directors will join
Citizens National Bank's board. James A. Wimmer, Chairman of the Board and
President of Citizens Bank & Trust Company, will join the board of directors of
Harleysville National Corporation.
Harleysville National Corporation is a bank holding company with total
assets in excess of $1.6 billion. Harleysville National Corporation and its
three wholly-owned bank subsidiaries, located in eastern Pennsylvania, include:
Harleysville National Bank and Trust Company, headquartered in Harleysville,
operating 23 offices throughout Montgomery, Bucks and Chester Counties; Citizens
National Bank, headquartered in Lansford, operating eight offices throughout
Carbon, Wayne, Schuylkill, Lehigh and Northampton Counties; Security National
Bank, headquartered and operating four offices in Pottstown, Montgomery County;
and HNC Financial Company.
This press release may contain forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Actual results and trends
could differ materially from those set forth in such statements due to various
factors. Such factors include the possibility that increased demand or prices
for the Company's financial services and products may not occur, changing
economic and competitive conditions, technological developments, and other risks
and uncertainties, including those detailed in the Company's filings with the
Securities and Exchange Commission.
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