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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 33-24649
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F
[ X ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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Part I--Registrant Information
ATCORP, INC.
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(Full Name of Registrant:)
N/A
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(Former Name if Applicable)
8000 Sagemore Drive
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Address of Principal Executive Office (Street and Number)
Marlton, New Jersey 08053
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City, State and Zip Code
Part II--Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort and expense
and the Registrant seeks relief pursuant to Rule12b-25(b) [para. 23,047], the
following should be completed. (Check box if appropriate)
[ x ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
[ x ] thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25
has been attached if applicable.
Part III--Narrative
State below, in reasonable detail, the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
(Attach extra sheets, if needed)
As a result of the registrant's entering into an Agreement and Plan of
Affiliation dated as of July 18, 1996 with Susquehanna Bancshares, Inc. ("SBI")
and a wholly-owned subsidiary of SBI, pursuant to which the registrant and
Equity National Bank, its wholly-owned subsidiary, will be acquired by SBI, the
registrant's executive officers have been involved in certain activities of the
registrant which relate to the proposed acquisition and which have made it
difficult to complete the preparation of the registrant's Form 10-Q for the
quarterly period ended September 30, 1996 on time.
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Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Stewart A. Collins (609) 983-4000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports under section 13 or 15(d) of the Securities
Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s).
[ x ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [ x ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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ATCORP, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 15, 1996 By: /s/ Marc L. Reitzes
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Marc L. Reitzes
Chairman and Chief
Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed and original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of
the General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. Manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amendment notification.
