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EXHIBIT 99.1
[PEOPLES LTD. LETTERHEAD]
October 16, 2000
Dear Peoples Ltd. Shareholders:
You are cordially invited to attend a Special Meeting of
Shareholders of Peoples Ltd. to be held on November 17, 2000, at 2:00 p.m.,
at the Wyalusing Valley Fire Department Fire Hall, 2nd Street, Wyalusing,
Pennsylvania 18853. At the special meeting of shareholders, you will be asked
to approve the Agreement and Plan of Merger providing for the merger of
Peoples into Citizens & Northern, the possible adjournment of the meeting to
solicit more proxies, and to transact such other business that may properly
come before the meeting.
Upon consummation of the merger, you will receive a combination of
shares of Citizens & Northern common stock and cash for each share of Peoples
common stock that you own. In addition, you will receive a cash payment in
lieu of any fractional shares of Citizens & Northern common stock that you
otherwise would be entitled to receive. The closing price of Citizens &
Northern common stock on October 9, 2000 was $22.88 per share. The price of
Citizens & Northern common stock may change prior to and following
confirmation of the merger.
The proposed merger has been approved by the Board of Directors of
each company. Your Board of Directors has determined that the merger is in
the best interests of Peoples and its shareholders and recommends that you
vote FOR approval of the agreement. The merger presents a unique opportunity
to combine Peoples' resources and expertise with a company that can provide
additional products and services, such as trust powers, which are not
currently provided by Peoples. This will position the combined company to
capitalize on opportunities for aggressive growth in existing and new
markets. Peoples' financial advisor, Ryan, Beck & Company, has issued a
written opinion to your Board of Directors that the consideration to be
received by Peoples' shareholders pursuant to the agreement for each share of
Peoples common stock is fair to Peoples' shareholders from a financial point
of view.
Consummation of the merger is subject to certain conditions,
including the approval of the agreement by the requisite vote of Peoples'
shareholders at the special meeting and the approval of the merger by various
regulatory agencies.
Specific information regarding the special meeting and the merger is
contained in the enclosed Notice of Special Meeting and proxy
statement/prospectus. Please read these materials carefully.
It is very important that your shares be represented at the special
meeting, whether or not you plan to attend in person. The affirmative vote of
75% of the holders of the outstanding
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shares of Peoples common stock is required to approve the merger. Therefore,
I urge you to execute, date and return the enclosed proxy card in the
enclosed postage-paid envelope as soon as possible to assure that your shares
will be voted at the special meeting.
On behalf of the Board of Directors, I thank you for your support
and urge you to vote FOR approval of the agreement.
Sincerely,
Donald E. Abrey
President and Chief Executive Officer
JSM/py:122029
Enclosures
