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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):
June 22, 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 16901
Wellsboro, PA 16901 ----------
---------------------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (570) 724-3411
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
This current report on Form 8-K, including the investor materials,
contains forward-looking statements that involve risk and uncertainty. It should
be noted that a variety of factors could cause the company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the combined company's forward-looking statements.
The risks and uncertainties that may affect the operations,
performance, development, growth projections and results of the combined
company's business include, but are not limited to, the growth of the economy,
interest rate movements, timely development by the combined company of
technology enhancements for its products and operating systems, the impact of
competitive products, services and pricing, customer business requirements,
Congressional legislation, acquisition cost savings and revenue enhancements and
similar matters. Readers of this report are cautioned not to place undue
reliance on forward-looking statements which are subject to influence by the
named risk factors and unanticipated future events. Actual results, accordingly,
may differ materially from management expectation.
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On June 22, 2000, Citizens & Northern Corporation ("Citizens") and
Peoples Ltd. ("Peoples") announced the signing of a definitive agreement to
merge (the "Merger").
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.
Under the terms of the Merger, Peoples stockholders will receive 2.5
(the "Exchange Ratio") shares of Citizens common stock for each Peoples share
owned as of the effective time of the Merger. The Merger will be a tax-free
exchange of common stock and will be accounted for as a "pooling of interests."
The Merger has been approved unanimously by the Board of Directors of each of
Citizens and Peoples. The Merger is subject to approval by the stockholders of
Peoples and is subject to certain regulatory approvals.
The Board of Directors of Citizens & Northern Bank will include two
current members of the Peoples State Bank of Wyalusing, Pa. board. Peoples will
also gain 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.
2.2 Stock Option Agreement dated June 23, 2000 by and between Citizens and
Peoples.
99.1 Text of Press Release, dated June 22, 2000, issued by Citizens and
Peoples.
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: June 26, 2000
