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
ACNB CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania
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State or other jurisdiction
of incorporation)
0-11783
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(Commission File
Number)
23-2233457
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(IRS Employer
Identification Number)
675 Old Harrisburg Road
Gettysburg, Pennsylvania
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(Address of principal executive offices)
17325
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(Zip Code)
Registrant's telephone number including area code: (717) 334-3161
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N/A
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(Former name or former address, if changed since last report)
Page 1 of 6 Sequentially Numbered Pages
Index to Exhibits Found on Page 4
1
<PAGE>
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 issued a press release
announcing execution of a definitive agreement relating to the
Registrant's acquisition of Farmers National Bancorp, Inc. and
its wholly owned subsidiary , Farmers National Bank of
Newville, which press release is attached as Exhibit 99 hereto
and 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 July 28, 1998,
re: Registrant's Acquisition of Farmers Bancorp, Inc.
and its wholly owned subsidiary, Farmers National Bank
of Newville.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
2
<PAGE>
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.
ACNB CORPORATION
(Registrant)
Dated: July 28 , 1998 /s/ Ronald L. Hankey
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Ronald L. Hankey,
President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
- ------- ---------------
99 Press Release of Registrant, dated July 28, 1998 6
re: Registrant's Acquisition of Farmers National
Bancorp, Inc. and its wholly owned subsidiary
Farmers National Bank of Newville.
EXHIBIT 99
PRESS RELEASE
<PAGE>
ACNB CORPORATION
PRESS RELEASE
FARMERS BANCORP, INC.
and
FARMERS NATIONAL BANK OF NEWVILLE
to affiliate with
ACNB CORPORATION
Contact Person: Ronald L. Hankey, President and Chief Executive Officer,
(717) 338-2268
Date: July 28, 1998
The Boards of Directors of ACNB Corporation and Farmers National Bancorp,
Inc. announced today that they have reached a definitive agreement whereby
Farmers National Bancorp and its wholly-owned subsidiary, Farmers National Bank
of Newville, will affiliate with ACNB Corporation. The agreement, signed July
28, provides for Farmers National Bank to become a wholly-owned subsidiary of
ACNB Corporation. ACNB Corporation is a $484 million bank holding company
headquartered in Gettysburg, Pennsylvania, with 14 community banking offices in
York and Adams counties. Farmers National Bancorp is approximately a $40 million
company headquartered in Newville, Pennsylvania.
Under the terms of the Agreement, shareholders of Farmers National Bancorp
will receive 2.266 shares of ACNB Corporation common stock, par value $2.50 per
share, for each share of Farmers National Bancorp, Inc. common stock, par value
$0.50 per share, previously owned. The aggregate transaction value is
approximately $16,000,000.
In announcing the proposed transaction, Ronald L. Hankey, President and
Chief Executive Officer of ACNB Corporation, said, "This alliance with Farmers
National Bank represents an excellent business opportunity that will result in
benefit to our shareholders, as well as to the communities and the customers
served by both institutions. This affiliation furthers our long-term strategic
plan of providing community-based financial services to a larger geographical
area."
Edgar S. Heberlig, Chairman of the Board of Directors of Farmers National
Bancorp, stated, "We are pleased to affiliate with ACNB Corporation, a company
with a long-standing tradition of service to its customers and the community and
sound financial performance. ACNB Corporation has a business philosophy that is
compatible with ours. We believe that this transaction is in the best interests
of our shareholders, our employees, our customers and our community. It will
permit us to continue and enhance the quality banking services and products that
we provide to our customers and the community we serve. We believe this is a
win-win situation for all parties."
Subject to the receipt of all required regulatory and shareholder
approvals, the parties anticipate consummating the transaction by late fourth
quarter of 1998.
