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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 17, 2000
CITIZENS & NORTHERN CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 000-16084 23-2451943
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
90-92 Main Street
Wellsboro, PA 16901 16901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 724-3411
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
As reported on Citizens & Northern Corporation's Current Report on Form
8-K filed June 27, 2000, on June 22, 2000, Citizens & Northern Corporation
("Citizens") and Peoples Ltd. ("Peoples") announced the signing of a
definitive agreement to merge (the "Merger").
As further reported in Citizen's Current Report on Form 8-K filed June
27, 2000, on June 23, 2000, Citizens and Peoples entered into a stock option
agreement granting Citizens the option to purchase up to 19.9% of Peoples.
At a November 17, 2000 special meeting, Peoples stockholders voted not
to approve the Merger.
By letter dated November 21, 2000 and received by certified mail on
November 24, 2000, Citizens was notified of the determination by Peoples'
Board of Directors to terminate both the merger agreement and the stock
option agreement.
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Under the terms of the Merger, Peoples stockholders would have received
2.5 shares of Citizens common stock for each Peoples share owned as of the
effective time of the Merger. The Merger was intended to be a tax-free
exchange of common stock and was to be accounted for as a "pooling of
interests." The Board of Directors of each of Citizens and Peoples had
approved the Merger unanimously.
The Board of Directors of Citizens & Northern Bank would have included
two current members of the Peoples State Bank of Wyalusing, Pa. board.
Peoples would also have gained two board seats on the Citizens Board of
Directors.
Item 7 Exhibits
2.1 Agreement and Plan of Merger dated June 22, 2000 by and between
Citizens and Peoples. (incorporated by reference to Exhibit 2.1 of
Current Report on Form 8-K of Citizens filed on June 27, 2000)
2.2 Stock Option Agreement dated June 23, 2000 by and between Citizens and
Peoples. (incorporated by reference to Exhibit 2.2 of Current Report on
Form 8-K of Citizens filed on June 27, 2000)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
CITIZENS & NORTHERN CORPORATION
By: /s/ Craig G. Litchfield
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Name: Craig G. Litchfield
Title: Chairman, President and
Chief Executive Officer
Date: November 28, 2000
