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 - July 10, 1998
MID PENN BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation)
0-20141
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(Commission File Number)
25-1666413
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(IRS Employer Identification Number)
349 Union Street
Millersburg, Pennsylvania
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(Address of principal executive offices)
17061
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(Zip Code)
Registrant's telephone number including area code: (717) 692-2133
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N/A
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(Former name or former address, if changed since last report)
Page 1 of 6 Sequentially Numbered Pages
Index to Exhibits Found on Page 5
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Mid Penn Bancorp, Inc. ("Mid Penn" or the "Registrant") completed the
acquisition of Miners Bank of Lykens, a Pennsylvania chartered bank,
("Miners") and the merger of Miners with, into and under the charter
of Mid Penn Bank, a wholly-owned subsidiary of the Registrant and a
Pennsylvania chartered bank (the "Merger"), which Merger was effected
at 7:01 p.m., on Friday, July 10, 1998. The transaction was effected
pursuant to the terms and conditions of an Agreement and Plan of
Reorganization, dated January 9, 1998, among the Registrant, Mid Penn
Bank and Miners (the "Agreement"). The Agreement is attached as
Exhibit 2.1 (included as Annex A to the Proxy Statement) to the
Registrant's Registration Statement No. 333-51485, filed with the
Commission on April 30, 1998, and as amended by Pre-Effective
Amendment No. 1, filed with the Commission on May 7, 1998
(collectively, the "Registration Statement"). All capitalized terms
used herein and not defined herein have the meanings ascribed to them
in the Agreement.
Under the terms of the Agreement and pursuant to the Registration
Statement, Mid Penn issued 148,250 shares of its common stock, par
value $1.00 per share (the "Mid Penn Common Stock") for all of the
issued and outstanding shares of Miners. Simultaneously therewith,
Miners merged with, into and under the charter of Mid Penn Bank.
The addition of Miner's approximately $28 million in assets,
increases, on a proforma basis, Mid Penn's total assets, deposits and
shareholders equity to approximately $262 million, $215 million and
$25 million, respectively. With the addition of Miner's main office in
Lykens, Pennsylvania, Mid Penn now has ten (10) banking offices in
Dauphin, Northumberland, Schuylkill and Cumberland Counties,
Pennsylvania.
The transaction was structured to qualify as a tax free reorganization
under the Internal Revenue Code of 1986, as amended, and will be
treated as a pooling of interests for financial reporting purposes.
The description of the transaction set forth herein is qualified in
its entirety by reference to the Agreement and the Agreement and Plan
of Merger, dated as of January 9, 1998, between Mid Penn Bank and
Miners (the "Plan of Merger"), which Agreement and Plan of Merger are
attached as Exhibit 2.1 to the Registration Statement.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
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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 July 10, 1998, re:
Registrant's Acquisition of Miners Bank of Lykens.
Item 8. Change in Fiscal Year.
Not Applicable.
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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.
MID PENN BANCORP, INC.
(Registrant)
/s/ Alan W. Dakey
Dated: July 10, 1998 ---------------------------------
Alan W. Dakey, Vice President and
Chief Operating Officer
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EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
99 Press Release, of Registrant, dated January 9, 1998, 6
re: Registrant's Acquisition of Miners Bank of Lykens.
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EXHIBIT 99
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Alan W. Dakey at (717) 692-2133
MID PENN BANCORP, INC. COMPLETES ACQUISITION OF
MINERS BANK OF LYKENS
MILLERSBURG, PA. . . . MID PENN BANCORP, INC., (AMEX MBP) headquartered in
Millersburg, Pennsylvania, and parent company of Mid Penn Bank, a Pennsylvania
chartered bank (the "Bank"), today announced the completion of the acquisition
of Miners Bank of Lykens ("Miners"), headquartered in Lykens, Pennsylvania. The
transaction was effected pursuant to the terms of an Agreement and Plan of
Reorganization, dated January 9, 1998, by and among Mid Penn Bancorp, Inc., the
Bank and Miners (the "Agreement").
The transaction was structured to be a tax free reorganization under
Section 368 of the Internal Revenue Code of 1986, as amended, and will be
treated as a pooling of interests for financial reporting purposes.
Simultaneously with the acquisition of Miners, Miners was merged with, into
and under the charter of the Bank. The addition of Miners's approximately $28
million in assets, increases on a pro forma basis, Mid Penn's total assets,
deposits and equity to approximately $262 million, $215 million, and $25
million, respectively. With the addition of Miners's office in Lykens,
Pennsylvania, the Bank now has ten (10) banking offices in Dauphin,
Northumberland, Schuylkill and Cumberland Counties, Pennsylvania.
At that time, each shareholder of Miners received 10 shares of common stock
of Mid Penn in exchange for each share of common stock owned of Miners. In
accordance with the Agreement, Mid Penn issued 148,250 shares of Mid Penn Common
Stock in exchange for all of the outstanding stock of Miners.
The merger was overwhelmingly approved during a Special Meeting of the
Shareholders of Miners held June 11, 1998.
Eugene F. Shaffer, Chairman, President and Chief Executive Officer of Mid
Penn, said, "We are delighted to have Miners Bank of Lykens join our banking
family. We are confident that their affiliation with the Bank will serve the
consumers and business of the greater Lykens area well."
"We are looking forward to our new relationship with Mid Penn Bancorp, Inc.
and the opportunity to emerge as a leading financial institution in our area.
With Mid Penn's knowledge of the Lykens area and the Bank's diverse product
line, we are excited about expanding our services to the community," Franklin W.
Ruth, Jr., President and Chief Executive Officer.
