UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
---------------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------------------- --------------------
Commission file number 0-11783
---------------
ACNB CORPORATION
--------------------------------------------------------------------------------
(Exact name of corporation as specified in its charter)
PENNSYLVANIA 23-2233457
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
675 OLD HARRISBURG ROAD, GETTYSBURG, PA 17325
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(717) 334-3161
--------------------------------------------------------------------------------
(corporation's telephone number, including area code)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the corporation (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
corporation was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the corporation has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class - Common Stock ($2.50 par value)
Outstanding at August 1, 2000 - 5,624,341
<PAGE>
PART I ITEM I FINANCIAL INFORMATION
ACNB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
30-Jun 30-Jun 31-Dec
2000 1999 1999
-------- -------- --------
ASSETS (000 omitted)
<S> <C> <C> <C>
Cash and Due from Banks $ 21,094 $ 43,700 $ 33,679
Investment Securities
Securities Held to Maturity 63,239 46,786 54,474
Securities Available for Sale 113,496 105,849 98,631
-------- -------- --------
Total Investment Securities 176,735 152,635 153,105
Federal Funds Sold 800 3,186 1,711
Loans 353,099 342,875 347,787
Less: Reserve for Loan Losses (3,611) (3,641) (3,543)
-------- -------- --------
Net Loans 349,488 339,234 344,244
Premises and Equipment 4,494 4,585 4,524
Other Real Estate 1,069 154 171
Other Assets 9,470 8,097 8,518
-------- -------- --------
TOTAL ASSETS $563,150 $551,591 $545,952
======== ======== ========
LIABILITIES
Deposits
Noninterest Bearing 64,905 59,870 61,711
Interest Bearing 392,820 406,375 390,922
-------- -------- --------
Total Deposits 457,725 466,245 452,633
Securities Sold Under
Agreement To Repurchase 23,405 19,896 29,377
Borrowing Federal Home Loan Bank 18,100 0 0
Demand Notes U.S. Treasury 450 450 450
Other Liabilities 4,044 4,577 3,629
-------- -------- --------
TOTAL LIABILITIES 503,724 491,168 486,089
SHAREHOLDERS' EQUITY
Common Stock ($2.50 par value)
20,000,000 shares authorized:
5,624,341 shares issued and
outstanding at 6/30/00 14,061 14,459 14,372
Surplus 32 2,621 1,963
Retained Earnings 47,453 44,341 45,761
Net unrealized gains (losses) on securities
available for sale (2,120) (998) (2,233)
-------- -------- --------
TOTAL SHAREHOLDERS' EQUITY 59,426 60,423 59,863
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $563,150 $551,591 $545,952
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
Page 2
<PAGE>
ACNB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
6/30 6/30
----------------------- ----------------------
2000 1999 2000 1999
------ ------ ------- -------
(000 omitted) (000 omitted)
INTEREST INCOME
<S> <C> <C> <C> <C>
Loan Interest and Fees $7,038 $6,682 $13,865 $13,505
Interest and Dividends on
Investment Securities 2,653 2,489 5,281 4,990
Interest on Federal Funds Sold 23 32 38 72
Interest on Balances with
Depository Institutions 145 283 256 370
------ ------ ------ ------
TOTAL INTEREST INCOME 9,859 9,486 19,440 18,937
INTEREST EXPENSE
Deposits 3,702 3,829 7,323 7,647
Other Borrowed Funds 329 181 646 385
------ ------ ------ ------
TOTAL INTEREST EXPENSE 4,031 4,010 7,969 8,032
NET INTEREST INCOME 5,828 5,476 11,471 10,905
Provision for Loan Losses 60 90 120 180
------ ------ ------ ------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 5,768 5,386 11,351 10,725
OTHER INCOME
Trust Department 181 141 302 294
Service Charges on Deposit Accounts 233 246 452 479
Other Operating Income 252 509 530 753
Securities Gains 0 0 24 0
------ ------ ------ ------
TOTAL OTHER INCOME 666 896 1,308 1,526
OTHER EXPENSES
Salaries and Employee Benefits 1,947 1,985 3,789 3,833
Premises and Fixed Assets 450 521 953 1,044
Other Expenses 933 1,042 1,885 1,833
------ ------ ------ ------
TOTAL OTHER EXPENSE 3,330 3,548 6,627 6,710
INCOME BEFORE INCOME TAX 3,104 2,734 6,032 5,541
Applicable Income Tax 1,009 825 1,954 1,728
------ ------ ------ ------
NET INCOME $2,095 $1,909 $4,078 $3,813
====== ====== ====== ======
EARNINGS PER SHARE* $0.37 $0.33 $0.72 $0.66
DIVIDENDS PER SHARE* 0.20 0.20 0.40 0.40
</TABLE>
*Based on 5,690,172 shares outstanding in 2000 and 5,794,050 in 1999
See accompanying notes to financial statements.
Page 3
<PAGE>
ACNB CORPORATION AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six months ended
6/30
---------------------------
2000 1999
-------- ---------
(000 omitted)
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash Flows from Operating Activities:
Interest and Dividends Received $ 18,941 $ 17,741
Fees and Commissions Received 1,645 1,733
Interest Paid (7,722) (8,300)
Cash Paid to Suppliers and Employees (7,123) (6,292)
Income Taxes Paid (1,936) (2,115)
Net Cash Provided by Operating Activities 3,805 2,767
Cash Flows from Investing Activities:
Proceeds from Maturities of Investment Securities
and Interest Bearing Balances with Other Banks 6,867 11,030
Purchase of Investment Securities and Interest
Bearing Balances with Other Banks (30,384) (3,900)
Principal Collected on Loans 32,665 30,540
Loans Made to Customers (38,928) (21,084)
Capital Expenditures (240) (55)
Net Cash (Used) Provided in Investing Activities (30,020) 16,531
Cash Flow from Financing Activities:
Net Increase in Demand Deposits, NOW Accounts, and
Savings Accounts 5,585 9,033
Proceeds from Sale of Certificates of Deposit 12,164 21,051
Payments for Maturing Certificates of Deposit (18,629) (23,561)
Dividends Paid (2,290) (2,320)
Increase (Decrease) in Borrowings 18,100 350
Retirement of Common Stock (2,211) (486)
Net Cash Provided by Financing Activities 12,719 4,067
Net Increase (Decrease) in Cash and Cash Equivalents (13,496) 23,365
Cash and Cash Equivalents: Beginning of Period 35,390 23,521
End of Period $ 21,894 $ 46,886
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES
Net Income $ 4,078 $ 3,813
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 270 347
Provision for Possible Credit Losses 120 180
Provision for Deferred Taxes 0 (211)
(Amortization) Accretion of Investment Securities Premiums 48 (90)
Increase (Decrease) in Taxes Payable (37) (176)
(Increase) Decrease in Interest Receivable (476) 337
Increase (Decrease) in Interest Payable 247 (268)
Increase (Decrease) in Accrued Expenses (420) 1,060
(Increase) Decrease in Other Assets (291) (989)
Increase (Decrease) in Other Liabilities 266 (1,236)
Net Cash Provided by Operating Activities $ 3,805 $ 2,767
</TABLE>
DISCLOSURE OF ACCOUNTING POLICY
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, amounts due from banks, and federal funds sold. Generally,
federal funds are purchased and sold for one-day periods.
Page 4
<PAGE>
ACNB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present
fairly ACNB Corporation's financial position as of June 30, 2000 and
1999 and December 31, 1999 and the results of its operations for the
six months ended June 30, 2000 and 1999 and changes in financial
position for the six months then ended. All such adjustments are of a
normal recurring nature.
The accounting policies followed by the company are set forth in Note A
to the company's financial statements in the 1999 ACNB Corporation
Annual Report and Form 10-K filed with the Securities and Exchange
Commission under file no. 0-11783.
2. The book and approximate market value of securities owned at June 30,
2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>
6/30/00 12/31/99
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- -------- --------- --------
(000 omitted)
<S> <C> <C> <C> <C>
U.S. Treasury and U.S. Government
Agencies (held to maturity) $ 51,282 $ 50,257 $ 42,249 $ 41,477
State and Municipal (held to
maturity) 3,845 3,785 4,321 4,266
Corporate (held to maturity) 8,112 8,063 7,904 7,860
U.S. Government Agencies
(available for sale) 113,181 109,970 98,558 95,175
Restricted Equity Securities 3,526 3,526 3,456 3,456
-------- -------- -------- --------
TOTAL $179,946 $175,601 $156,488 $152,234
</TABLE>
Income earned on investment securities was as follows:
Six Months Ended June 30
------------------------
2000 1999
------ ------
(000 omitted)
U.S. Treasury $ 509 $ 599
U.S. Government Agencies 4,303 3,892
State and Municipal 93 169
Other Investments 376 330
------ ------
$5,281 $4,990
Page 5
<PAGE>
3. Gross loans are summarized as follows:
June 30 December 31
-----------------------------
(000 omitted)
2000 1999
-------- --------
Real Estate $309,235 $308,241
Real Estate Construction 13,956 13,188
Commercial and Industrial 17,091 12,697
Consumer 12,817 13,661
-------- --------
Total Loans $353,099 $347,787
4. Earnings per share are based on the weighted average number of shares
outstanding during each period. Weighted average shares outstanding for
the six month periods ended June 30, 2000 and 1999 were 5,690,172 and
5,794,050, respectively.
5. Dividends per share were $.40 and $.40 for the six month periods ended
June 30, 2000 and 1999, respectively. This represented a 56% payout of
net income in 2000 and a 61% payout in 1999.
6. The results of operations for the six month periods ended June 30, 2000
and 1999 are not necessarily indicative of the results to be expected
for the full year.
7. All financial results have been restated to reflect the acquisition of
Farmers National Bancorp, Inc. by ACNB Corporation effective March 1,
1999.
Page 6
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
The Registrant's discussion and analysis of the significant changes in the
results of operations, capital resources and liquidity presented in the
accompanying consolidated financial statements for the Registrant, and its
wholly-owned subsidiaries, Adams County National Bank and Farmers National
Bancorp, Inc., follow. The Registrant's consolidated financial condition and
results of operations consist almost entirely of the banks' financial condition
and results of operations. This discussion should be read in conjunction with
the corporation's 1999 Annual Report to Shareholders. Current performance does
not guarantee, assure, and is not necessarily indicative of similar performance
in the future.
In addition to historical information, this Form 10-Q may contain
forward-looking statements. From time to time, the corporation may publish
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments, new products,
research and development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the
corporation notes that a variety of factors could cause the corporation's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the corporation's forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of the corporation's business include the following:
general economic conditions, including their impact on capital expenditures;
business conditions in the banking industry; the regulatory environment; rapidly
changing technology and evolving banking industry standards; competitive
factors, including increased competition with community, regional and national
financial institutions; new service and product offerings by competitors and
price pressures; and similar items.
Three months ended June 30, 2000 compared to three months ended June 30, 1999
Net Income for the three month period ending June 30, 2000 was $2,095,000, up
$186,000 from the second quarter of 1999. The increase in net income was due
primarily to an increase in total interest income and a decrease in provision
for loan losses. Net income per share, for the second quarter, was $.37,
compared to the $.33 earned in the same period in 1999.
An explanation of the factors and trends that caused changes between the two
periods, by major earnings category, follows.
Total interest income for the second three month period of 2000 was $9,859,000,
$373,000 or 4% above the $9,486,000 earned in the same period of 1999. The
$373,000 increase in interest income was due to a general rise in market
interest rates and growth in total loans. The average yield on earning assets
has increased 23 basis points over the same quarter in 1999. In an effort to
manage interest rate risk, the bank continues to invest in mortgage-backed
securities classified as available-for-sale and now holds a total volume of over
$94 million.
Total interest expense for the second three month period of 2000 was $4,031,000,
$21,000 or 1% above the $4,010,000 incurred for the same period in 1999. The
$21,000 increase in interest expense was due primarily to the upward pressure on
interest rates mentioned above.
Page 7
<PAGE>
Net interest income for the second three month period of 2000 was $5,828,000,
compared to the $5,476,000 earned in the same period of 1999. The bank is being
cautious on raising deposit interest rates, and loan growth and higher loan
rates have improved margins.
Total non-interest income for the second three month period of 2000 was
$666,000, $230,000 or 26% less than the same quarter in 1999. This was primarily
due to the settlement of an insurance policy on a key employee who died
prematurely in 1999 and the inability to replace that income.
Total non-interest expense for the second three month period of 2000 was
$3,330,000, $218,000 or 6% less than the $3,548,000 incurred for the second
quarter of 1999. Most of the difference was due to the expense associated with
the key man employee insurance and the final settlement of a minor lawsuit
against the bank in 1999.
The provision for income taxes in the second quarter increased $184,000 due to
higher pretax income.
Six months ended June 30,2000 compared to six months ended June 30,1999
Net income for the first six months of 2000 was $4,078,000, up $265,000 or 7%
above the $3,813,000 earned for the same period of 1999. The increase in net
income was due primarily to improved net interest income and lower loan loss
provision as explained below. For the six month period (annualized) of 2000, the
return on average assets (ROA) and return on average equity (ROE) were 1.50% and
13.74%, respectively, compared to 1.40% and 12.40%, respectively, for 1999.
At June 30, 2000, total assets were approximately $563 million, reflecting a $12
million or 2% increase above June 30, 1999. As explained more fully under
Capital Management section, book value per share was $10.57 on June 30, 2000,
compared to $10.45 on June 30,1999. The corporation's capital remained sound as
evidenced by Total Shareholders Capital Ratio of 10.55% and a Total Risk-Based
Capital Ratio of 20.4% on June 30, 2000.
Total interest income for the current six month period was $19,440,000 up
$503,000 or 3% from the $18,937,000 earned in the same period of 1999. The
$503,000 increase in total interest income was due to rising interest rates in
the general market economy translating to higher rates on new loans and
securities.
Total interest expense for the current six month period was $7,969,000, down
$63,000 or 1% below the $8,032,000 incurred for the same period in 1999. The
$63,000 decrease in total interest expense was due to a lack of growth in
interest bearing liabilities. There has been growth in borrowings, but only
during the last half of June.
Net interest income was $11,471,000 for the current period, $566,000 above the
first six months in 1999. Margins are improving and boosting total interest
income. The bank has not been aggressive in bidding for deposits, which held
down interest expense, but has also limited deposit growth.
Total non-interest income for the current six month period was $1,308,000,
$218,000 or 14% below the same period in 1999. The shortfall was centered in
service charges on deposit accounts and the insurance policy mentioned earlier.
Page 8
<PAGE>
Total non-interest expense for the current six month period was $6,627,000,
$83,000 below the $6,710,000 incurred for the same period in 1999. The decrease
was located in the previously mentioned insurance policy and lower expense for
premises due to the closing of a supermarket branch.
The provision for income taxes was $1,954,000 for the current period, $226,000
above the same period in 1999 due to greater pretax income.
INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS
Six Months Ended
--------------------
6/30/00 6/30/99
------- -------
Rate Rate
Earning Assets 7.46% 7.23%
Interest Bearing Liabilities 3.80% 3.83%
Interest Rate Spread 3.66% 3.40%
Net Yield on Earning Assets 4.40% 4.17%
Net Yield on Earning Assets is the difference, stated in percentages, between
the interest earned on loans and other investments and the interest paid on
deposits and other sources of funds. The Net Yield on Earning Assets is one of
the best analytical tools available to demonstrate the effect of interest rate
changes on the corporation's earning capacity.
The Net Yield on Earning Assets, for the first six months of 2000, was up 23
basis points compared to the same period in 1999. This is a result of higher
market yields and growth on loans and securities. In addition, the corporation
has not raised rates on deposits at the same speed.
PROVISION AND RESERVE FOR POSSIBLE LOAN LOSSES
Reserve for Possible Loan Losses
(In Thousands)
Six Months Ended
------------------------
6/30/00 6/30/99
------- -------
Balance at Beginning of Period 3,543 3,594
Provision Charged to Expense 120 180
Loans Charged Off 82 159
Recoveries 30 26
Balance at End of Period 3,611 3,641
Ratios:
Net Charge-offs to:
Net Income 1.28% 3.49%
Total Loans .01% .04%
Reserve for Possible Loan Losses 1.44% 3.65%
Reserve for Possible Loan Losses to:
Total Loans 1.02% 1.06%
Page 9
<PAGE>
The Reserve for Possible Loan Losses at June 30, 2000 was $3,611,000 (1.02% of
Total Loans), a decrease of $30,000 from $3,641,000 (1.06% of Total Loans) at
the end of the first six months of 1999. Loans past due 90 days and still
accruing amounted to $924,000 and non-accrual loans totaled $564,000 as of June
30, 2000. The ratio of non-performing assets plus other real estate owned to
total assets was .45% at June 30, 2000. All properties are carried at the lower
of market or book value and are not considered to represent significant threat
of loss to the bank. Other Real Estate Owned increased $898,000 since year-end
due to foreclosure on a housing development that was acquired in the second
quarter of 2000.
Loans past due 90 days and still accruing were $1,920,000 at year end 1999 while
non-accruals stood at $1,615,000. The bulk of the corporation's real estate
loans are in owner occupied dwellings. Management believes that internal loan
review procedures will be effective in recognizing and correcting any real
estate lending problems that may occur due to current economic conditions.
Interest not accrued, due to an average of $1,209,000 in non-accrual loans, was
approximately $57,000 for the first six months of 2000.
The bank considers a loan impaired when, based on current information and
events, it is probable that a creditor will be unable to collect all amounts
due. We measure impaired loans based on the present value of expected future
cash flows, discounted at the loan's effective interest rate, or as a practical
expedient, at the loan's observable market price or the fair value of the
collateral if the loan is collateral dependent. If the measure of the impaired
loan is less than its recorded investment a creditor must recognize an
impairment by creating, or adjusting, a valuation allowance with a corresponding
charge to loan loss expense. The corporation uses the cash basis method to
recognize interest income on loans that are impaired. All of the corporation's
impaired loans were on a non-accrual status for all reported periods.
CAPITAL MANAGEMENT
Total Shareholders' Equity was to $59,426,000 at June 30, 2000 compared to
$60,423,000 at June 30, 1999, a decrease of $997,000. The ratio of Total
Shareholders' Equity to Total Assets was 10.95% at June 30, 1999, 10.96% at
December 31, 1999, and 10.55% at June 30, 2000. The total risk-based capital
ratio was 20.43% at June 30, 2000. The leverage ratio was 10.94% at June 30,
2000, and 10.77% during the same period in 1999. Capital at the corporation
remains strong even with a 56% dividend payout ratio. Part of this decrease in
equity and the subsequent effect on capital ratios was caused by the repurchase
and retirement of 124,000 shares since year-end 1999.
LIQUIDITY AND INTEREST RATE SENSITIVITY
Management believes that the corporation's liquidity is adequate. Liquid assets
(cash and due from banks, federal funds sold, money market instruments,
available for sale securities and held to maturity investment securities
maturing within one year) were 26% of total assets at June 30, 2000. This mix of
assets would be readily available for funding any cash requirements. In
addition, the bank has an approved line of credit of $206,783,000 at the Federal
Home Loan Bank of Pittsburgh with $18,100,000 outstanding at June 30, 2000.
As of June 30, 2000, the cumulative asset sensitive gap was 5.3% of total assets
at one month, 2.4% at six months, and 7.9% at one year. Adjustable rate
mortgages, which have an annual interest rate cap of 2%, are considered rate
sensitive. Passbook savings and NOW accounts are carried in the one to five year
category while half of money market deposit accounts are spread over the four to
twelve month category and the other half are shown to mature in the one to three
year category.
Page 10
<PAGE>
There are no known trends or demands, commitments, events or uncertainties that
will result in, or that are reasonably likely to result in, liquidity increasing
or decreasing in any material way. Aside from those matters described above,
management does not currently believe that there are any known trends or
uncertainties which would have a material impact on future operating results,
liquidity or capital resources nor is it aware of any current recommendations by
the regulatory authorities which if they were to be implemented would have such
an effect, although the general cost of compliance with numerous and multiple
federal and state laws and regulation does have and in the future may have a
negative impact on the corporation's results of operations.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Management monitors and evaluates changes in market conditions on a regular
basis. Based upon the most recent review management has determined that there
have been no material changes in market risks since year end. For further
discussion of year end information, refer to the annual report.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - Nothing to report.
Item 2. Changes in Securities and Use of Proceeds - Nothing to report.
Item 3. Defaults Upon Senior Securities - Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders
(a) An annual meeting of shareholders was held at 1:00 p.m. on May 2, 2000 at
the main office of Adams County National Bank, 675 Old Harrisburg Road,
Gettysburg, PA 17325.
(b) (c) Five matters were voted upon, as follows:
Proposal to fix the number of Directors of ACNB Corporation at eleven (11):
Votes Cast Votes Cast Votes
"FOR" "AGAINST" ABSTAINED
---------- --------- ---------
2,964,465 31,772 26,971
Proposal to fix the number of Class 1 Directors at five (5):
Votes Cast Votes Cast Votes
"FOR" "AGAINST" ABSTAINED
---------- --------- ---------
2,977,159 27,262 18,787
Page 11
<PAGE>
Proposal to fix the number of Class 2 Directors at three (3):
Votes Cast Votes Cast Votes
"FOR" "AGAINST" "ABSTAINED"
---------- --------- -----------
2,972,987 31,374 18,847
Proposal to fix the number of Class 3 Directors at three (3):
Votes Cast Votes Cast Votes
"FOR" "AGAINST" "ABSTAINED
---------- --------- ----------
2,974,327 30,034 18,847
Election of three (3) Class 2 Directors to serve for a three-year term:
Votes Cast Votes
Director Term Expires "FOR" "WITHHELD"
-------- ------------ ---------- ----------
Wayne E. Lau 2003 2,977,727 45,481
Jennifer L. Weaver 2003 2,901,015 122,193
Harry L. Wheeler 2003 2,971,548 51,660
Directors whose term continued after meeting:
(Class 1 Directors) (Class 3 Directors)
------------------------ ------------------------
Philip P. Asper (2001) Guy F. Donaldson (2002)
D. Richard Guise (2001) William B. Lower (2002)
Ronald L. Hankey (2001) Ralph S. Sandoe (2002)
Edgar S. Heberlig (2001)
Marian B. Schultz (2001)
Item 5. Other Information - Nothing to report.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following Exhibits are included in this Report:
Exhibit 3(i) Articles of Incorporation of Registrant (Incorporated by Reference
to Exhibit 3 ( i ) in Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999).
Exhibit 3(ii) Bylaws of Registrant (Incorporated by Reference to Exhibit 3(ii)
in Registrant's Report of Form 8-K, filed with the Commission on
March 25, 1998).
Exhibit 10.1 Executive Employment Agreement Dated as of January 1, 1998 between
Adams County National Bank, ACNB Corporation and Ronald L. Hankey
(Incorporated By Reference to Exhibit 99 of the Registrant's
Current Report on Form 8-K, Filed with the Commission on
March 25, 1998).
Exhibit 11 Statement Regarding Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
(b) Report on Form 8-K.
The Registrant filed no Current Report on Form 8-K during the quarter
ended June 30, 2000.
Page 12
<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 thereunto duly authorized.
ACNB CORPORATION
------------------------------------------
Ronald L. Hankey, President
August 3, 2000
------------------------------------------
John W. Krichten, Secretary/Treasurer
Page 13
<PAGE>
EXHIBIT INDEX
Exhibit Number
--------------
Exhibit 3(i) Articles of Incorporation of Registrant (Incorporated by Reference
to Exhibit 3 ( i ) of Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999).
Exhibit 3(ii) Bylaws of Registrant (Incorporated by Reference to Exhibit 3(ii)
of Registrant's Report on Form 8-K, filed with the Commission on
March 25, 1998).
Exhibit 10.1 Executive Employment Agreement Dated as of January 1, 1998 between
Adams County National Bank, ACNB Corporation and Ronald L. Hankey
(Incorporated By Reference to Exhibit 99 of the Registrant's
Current Report on Form 8-K, Filed with the Commission on
March 25, 1998).
Exhibit 11 Statement Regarding Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
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