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 - April 28, 2000
HARLEYSVILLE NATIONAL CORPORATION
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(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 Friday, April 28, 2000, the Registrant, Harleysville
National Corporation, Harleysville, Pennsylvania, completed
its acquisition of Citizens Bank and Trust Company, a $130
million community bank based in Palmerton, Pennsylvania, with
additional offices in Kresgeville and Walnutport,
Pennsylvania.
The acquisition was accounted for as a pooling of interests and
Citizens Bank and Trust Company shareholders received 166 shares of
Harleysville National Corporation common stock for each share of
Citizens Bank and Trust Company stock held. A total of 919,972 shares
were issued by Harleysville National Corporation in connection with
this transaction.
On April 28, 2000, the Registrant issued a press release
announcing the completion of the transaction. The press
release is attached as Exhibit 99 to this Current Report on
Form 8-K and 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.
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(c) Exhibits:
99 Press Release of Registrant, dated April 28, 2000.
Item 8. Change in Fiscal Year.
Not Applicable.
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SIGNATURES
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: April 28, 2000 /s/ Walter E. Daller, Jr.
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Walter E. Daller, Jr.
President and Chief Executive Officer
:108226
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed
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99 Press Release of Registrant, dated April 28, 2000. 7
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EXHIBIT 99
PRESS RELEASE
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[LETTERHEAD OF HARLEYSVILLE NATIONAL CORPORATION]
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 570-645-3158
Parent Company of Harleysville National Bank and Trust Company
Security National Bank
Citizens National Bank
HARLEYSVILLE NATIONAL CORPORATION ACQUIRES
CITIZENS BANK & TRUST CO.
HARLEYSVILLE, PA (April 28, 2000) - Harleysville National Corporation (HNC)
(NASDAQ: HNBC) is pleased to announce the completion of the acquisition of
Citizens Bank & Trust Co. (CB&T), a $130 million asset community bank, which was
merged into Citizens National Bank. Shareholders of Citizens Bank & Trust Co.,
received 166 shares of common stock of Harleysville National Corporation for
each of their common shares of Citizens Bank & Trust Co. A total of 919,972
shares 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 December 28, 1999. The merger was
overwhelmingly approved during a meeting of CB&T shareholders held April 7,
2000.
Walter E. Daller Jr., Chairman and CEO, Harleysville National Corporation,
said, "We are pleased to have Citizens Bank & Trust Co. join our banking family
and are confident that our expansion into this market will benefit consumers as
well as businesses."
Harleysville National Corporation is a multi-bank holding company with
total assets, including this acquisition, in excess of $1.8 billion.
Harleysville National Corporation's wholly-owned subsidiaries are 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 eleven offices throughout Carbon,
Wayne, Schuylkill, Lehigh, Monroe and Northampton Counties; Security National
Bank, headquartered and operating four offices in Pottstown, Montogmery County;
and HNC Financial Company. For more information about Harleysville National
Corporation, please visit the corporation's web site at www.hncbank.com
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