<PAGE>
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(Date of earliest event reported): January 10, 2000
CITIZENS & NORTHERN CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2451943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
90-92 Main Street
Wellsboro, Pa. 16901
(Address of principal executive offices) (Zip code)
570-724-3411
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
During the annual audit of the Corporation's financial statements our
independent accounting firm made us aware of the need to restate earnings for
the third quarter of 1999. The Corporation held an investment in stock of a
company that was party to a merger in August 1999. Prior to the merger, the
Corporation had recorded the excess of the market value of the stock over the
original cost basis (net of tax) as "Accumulated Other Comprehensive Income."
Accordingly, the excess of market value over cost was reflected in the financial
statements as an increase in stockholders' equity, but not recorded as income.
After the merger, we continued to carry the difference between our original cost
and the market value of the acquiring company's stock as "Accumulated Other
Comprehensive Income", with fluctuations in market value (net of tax) recorded
as an adjustment to stockholders' equity. However, based on Emerging Issues Task
Force Bulletin 91-5, "Nonmonetary Exchange of Cost Method Investments" we are
required to recognize a realized gain for the difference between our original
cost basis in the acquired company's stock and the market value of the acquiring
company's stock. The resulting increase in income for the three and nine-month
period ended September 30, 1999 was $421,000 (net of tax). Net income for the
nine-month period ended September 30, 1999 was originally reported as
$7,967,000. The corrected net income for the nine-month period is $8,388,000.
Income originally reported for the three-month period ended September 30, 1999
was $2,503,000 and the corrected net income for the three-month period is
$2,924,000. This adjustment will have no net effect on stockholders' equity.
The gain was recognized for book purposes only and has no immediate effect on
federal income taxes. Taxes are deferred for federal income tax purposes until
the stock is sold.
An amendment to the Corporation's Form 10-Q for the period ended September 30,
1999 will be filed as soon as possible, but no later than 60 days of this
filing.
<PAGE>
SIGNATURES
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.
Citizens & Northern Corporation
January 12, 2000 By: /s/
- ---------------- --------------------------------------------
Date Craig G. Litchfield - Chairman, President,
and Chief Executive Officer
January 12, 2000 By: /s/
- ---------------- --------------------------------------------
Date James W. Seipler - Executive Vice President
and Treasurer
