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 - April 20, 1998
CARDINAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-19209 25-1537130
________________________ ____________________ ______________________
State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
140 East Main Street
Everett, Pennsylvania 15537
____________________________________ ___________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (814) 652-2131
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N/A
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(Former name or former address, if changed since last report)
Page 1 of 7 Sequentially Numbered Pages
Index to Exhibits Found on Page 4
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On April 14, 1998, the Registrant issued a press release announcing
execution of a definitive agreement relating to the Registrant's
affiliation with Susquehanna Bancshares, Inc., which press release
is attached as Exhibit 99 hereto and incorporated herein by
reference.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99 Press Release, of Registrant, dated April 14, 1998,
re: Registrant's Affiliation with Susquehanna Bancshares,
Inc.
Item 8. Change in Fiscal Year.
Not Applicable.
<PAGE>
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 hereunto duly authorized.
CARDINAL BANCORP, INC.
(Registrant)
/s/ Merle W. Helsel
Dated: April 17, 1998 ______________________________
Merle W. Helsel
President and Chief Executive Officer
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
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99 Press Release, of Registrant, dated April 14, 1998, 6
re: Registrant's Affiliation with Susquehanna
Bancshares, Inc.
EXHIBIT 99
PRESS RELEASE
<PAGE>
FOR IMMEDIATE RELEASE: DATE: April 14, 1998
Everett, Pennsylvania
CARDINAL BANCORP, INC. TO AFFILIATE
WITH SUSQUEHANNA BANCSHARES, INC.
Cardinal Bancorp, Inc., Everett, Pennsylvania ("Cardinal") and
Susquehanna Bancshares, Inc. ("Susquehanna") (NASDQ NMS: SUSQ) announced today
the execution of a definitive agreement which provides for the affiliation of
Cardinal with Susquehanna. Pursuant to the definitive agreement, Susquehanna
will acquire Cardinal and its wholly-owned subsidiary, First American National
Bank of Pennsylvania ("FANBP") for approximately 1,267,200 shares of
Susquehanna common stock which, based upon the closing price of Susquehanna
common stock as of April 13, 1998, represents approximately $46.72 per share
of each Cardinal share.
The acquisition is subject to federal and state regulatory approvals as
well as approval of the shareholders of Cardinal. Cardinal issued an option
enabling Susquehanna to purchase up to 15% of all Cardinal's total, issued and
then outstanding shares in the event the transaction fails to be consummated
for specified reasons.
This transaction represents Susquehanna's first venture into western
Pennsylvania. FANBP is a national banking association with its headquarters
in Everett and branch offices in Bedford, Breezewood, Altoona/Duncansville and
Woodbury, Pennsylvania. As of December 31, 1997, FANBP had total assets of
$130 million. FANBP was formed in 1902 and will continue to provide service
focused on the citizens, businesses and public institutions in the communities
it serves. Cardinal is traded over the counter under the symbol CADL. This
acquisition is expected to qualify for pooling of interest treatment.
Susquehanna owns five banks in Pennsylvania with $1.8 billion in assets,
a bank and a savings bank in Maryland with $1.4 billion in assets and two
banks in New Jersey with $0.3 billion in assets.
On a pro forma consolidated basis at December 31, 1997, as a result of
these transactions announced today, Susquehanna's assets will increase from
$3.5 billion to $3.7 billion.
Robert S. Bolinger, President of Susquehanna, and Merle W. Helsel,
President of Cardinal, expressed their pleasure with the affiliation which is
expected to be completed later this year. Mr. Bolinger noted that Cardinal
and FANBP have a long tradition of service to the communities of Bedford
County. The products offered to FANBP's customers can be significantly
enhanced as a result of the addition of Susquehanna's resources. "The
addition of FANBP represents Susquehanna's commitment to expand in western
Pennsylvania and to help assure the continuance of community banking
throughout central and western Pennsylvania. We are delighted to be welcoming
FANBP's employees and customers," said Mr. Bolinger.
<PAGE>
Cardinal will have the right to appoint a member, from among its board of
directors, to the Susquehanna board of directors.
"I believe this is a tremendous opportunity for the customers and
shareholders of Cardinal," explained Mr. Helsel. "Unlike the other bank
mergers where banks lose their identity, First American will maintain its
name, local board of directors and ability to serve its community with the
same degree of personalized service and concern as currently exists, while
being able to offer additional products and services through the resources of
Susquehanna. Additionally, our shareholders will have increased liquidity in
their stock and ownership in a dynamic financial services company." Mr.
Helsel added, "Being part of Susquehanna will provide us with more ways to
remain competitive with larger lending institutions and other financial
service providers while providing First American a relatively unique
opportunity to retain the community bank atmosphere our customers enjoy."
Mr. Helsel and Mr. Bolinger joined together noting "We believe this
affiliation will inure to the benefit of all parties. Even more importantly,
we expect the communities and customers to benefit as we continue to provide
the quality banking services that all of our customers have come to expect and
appreciate, delivered in a friendly, personalized manner by local people
through a network of 10 financial institutions with 126 community banking
offices."
Susquehanna Bancshares, Inc. is the holding company for Citizens National
Bank of Southern Pennsylvania, Greencastle, Pa; Equity National Bank, Marlton,
NJ; Farmers & Merchants Bank and Trust, Hagerstown, Md; Farmers First Bank,
Lititz, Pa; Farmers National Bank, Mullica Hill, NJ; First National Trust
Bank, Sunbury, Pa; Founders' Bank, Bryn Mawr, Pa; Susquehanna Bank, Baltimore,
Md; Williamsport National Bank, Williamsport, Pa; Susquehanna Bancshares Life
Insurance Company, Lititz, Pa; and Susque-Bancshares Leasing Co., Inc.,
Lititz, Pa.
Susquehanna Bancshares, Inc.'s common stock is listed on the NASDAQ
National Market System under the symbol SUSQ.
Merle W. Helsel
President and C.E.O.
CARDINAL BANCORP, INC.
Office: (814) 652-4102
