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 - March 1, 1999
ACNB 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)
0-11783
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(Commission File
Number)
23-2233457
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(IRS Employer
Identification Number)
675 Old Harrisburg Pike
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)
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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 March 1, 1999, Registrant, effected the acquisition of Farmers
National Bancorp, Inc., as contemplated in the Agreement and Plan of
Reorganization dated as of July 28, 1998, by and among the Registrant,
ACNB North, Inc., Farmers National Bancorp, Inc. and The Farmers
National Bank of Newville. A copy of the Agreement is attached to the
Registrant's Registration Statement No. 333-65763 on Form S-4 filed
with the Securities and Exchange Commission on October 15, 1998, and
as amended on November 4, 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 ACNB North, Inc. with and into Farmers National
Bancorp, Inc. at 12:01 a.m. on March 1, 1999. Farmers National
Corporation survived the merger and changed its name to ACNB North,
Inc.
|X| The Articles of Incorporation and Bylaws of ACNB 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
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|X| The directors and officers of ACNB 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 common stock of Farmers National
Bancorp, Inc., the Registrant exchanged each outstanding share of
common stock of Farmers National Bancorp, Inc. for 2.266 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 Farmers National 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 248,000 shares of
common stock that were issued and outstanding were converted into the
right to receive approximately 561,968 shares of the Registrant's
common stock.
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 March 1, 1999, re:
Registrant's Acquisition of Farmers National Bancorp, Inc. and
its wholly-owned subsidiary, The 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.
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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.
ACNB CORPORATION
(Registrant)
Dated: March 1, 1999 /s/ Ronald L. Hankey
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Ronald L. Hankey
President and Director
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EXHIBIT INDEX
Page Number
Exhibit in Manually
- ------- Signed
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99 Press Release of Registrant, dated March 1, 1999, 6
re: Registrant's Acquisition of Farmers National
Bancorp, Inc. and its wholly-owned subsidiary,
Farmers National Bank of Newville.
EXHIBIT 99
PRESS RELEASE
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FOR IMMEDIATE RELEASE Contact: Ronald L. Hankey
(717) 334-3161
ACNB CORPORATION CONSUMMATES
AFFILIATION OF FARMERS NATIONAL BANCORP, INC.
GETTYSBURG, Pa., March 1 -- ACNB Corporation announced the consummation of the
affiliation of Farmers National Bancorp, Inc., parent company of Farmers
National Bank of Newville, effective March 1, 1999. Shareholders of Farmers
National Bancorp, Inc. will receive 2.266 shares of common stock of ACNB
Corporation for each share of Farmers National Bancorp, Inc. common stock held
on this date. A total of approximately 561,968 shares of common stock will be
issued by ACNB Corporation in connection with this transaction.
The affiliation was completed pursuant to an Agreement and Plan of
Reorganization dated July 28, 1998. Shareholders of Farmers National Bancorp,
Inc. approved the Agreement at the Special Meeting of Shareholders held on
December 15,1998. The Agreement provides for Farmers National Bancorp, Inc. and
Farmers National Bank of Newville to become wholly-owned subsidiaries of ACNB
Corporation.
Ronald L. Hankey, Chairman and Chief Executive Officer of ACNB Corporation
said, "We are extremely pleased to have Farmers National Bank of Newville join
our banking family, and are confident that the affiliation will be beneficial to
the consumers and businesses in the Newville area. Additionally, we view this
partnership as an opportunity for ACNB Corporation to further support the ideals
of community banking in another local marketplace. We will continue to support
the deposit and lending initiatives of Farmers National Bank of Newville, as
well as look forward to introducing new financial products and services. ACNB
Corporation is truly gratified to become a part of the Newville community."
MORE. . .
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PRESS RELEASE
ACNB CORPORATION
MARCH 1, 1999
PAGE 2
"The affiliation will have a positive effect on the community because both
organizations have the same personal service philosophy toward customers," said
Edgar S. Heberlig, Chairman of the Board of Directors of Farmers National
Bancorp, Inc. "Since Farmers National Bank of Newville will operate as an
independent community bank, our customers will continue to have the same
familiar faces wait on them when conducting their banking transactions."
As of March 1, 1999, ACNB Corporation is a multi-bank holding company with
two wholly-owned subsidiaries -- Adams County National Bank and Farmers National
Bank of Newville. Total assets of ACNB Corporation are approximately $545
million. Adams County National Bank serves its marketplace via a network of
fourteen community banking offices located throughout Adams County and in
Hanover. Farmers National Bank of Newville operates three banking offices in the
Newville, Cumberland County, area.
ACNB#99-03
March 1, 1999
