-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DEYCyrXomYEVESTOGH1pJ2LF38PgrbkQ3xLl+AICwcYcPxX8agyx4+EgtZWNZZ7U KDW+m9IDdErlFrox6/ao/w== 0000950109-02-002624.txt : 20020503 0000950109-02-002624.hdr.sgml : 20020503 ACCESSION NUMBER: 0000950109-02-002624 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020430 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA BANCSHARES INC CENTRAL INDEX KEY: 0000700863 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232201716 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10674 FILM NUMBER: 02633537 BUSINESS ADDRESS: STREET 1: 26 N CEDAR ST CITY: LITITZ STATE: PA ZIP: 17543 BUSINESS PHONE: 7176264721 MAIL ADDRESS: STREET 2: 26 NORTH CEDAR ST CITY: LITITZ STATE: PA ZIP: 17543 8-K 1 d8k.txt SUSQUEHANNA BANCSHARES, INC. 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) April 30, 2002 -------------------------------- Susquehanna Bancshares, Inc. - -------------------------------------------------------------------------------- Pennsylvania 0-10674 23-2201716 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 26 North Cedar Street, Lititz, Pennsylvania 17543 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (717) 626-4721 --------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS Susquehanna Bancshares, Inc. ("Susquehanna") has agreed to acquire The Addis Group, Inc. ("Addis"), a property and casualty insurance brokerage located in King of Prussia, Pennsylvania. Pursuant to the definitive Stock Purchase Agreement with Addis and its shareholders, dated April 30, 2002, Susquehanna will acquire all of the outstanding stock of Addis. The acquisition is expected to close in the second quarter of 2002, subject to customary closing conditions. A copy of Susquehanna's Press Release regarding the acquisition is attached hereto as Exhibit 99 and is hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Reference is made to the Exhibit Index annexed hereto and made a part hereof. SIGNATUIRES Pursuant to the requirements of the Securities Exchange Act of 1934, Susquehanna has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUSQUEHANNA BANCSHARES, INC. Date: May 2, 2002 By: /s/ William J. Reuter ------------------------------------- William J. Reuter President and Chief Executive Officer 2 EXHIBIT INDEX Exhibit 99 Press Release - Press Release of Susquehanna, dated April 30, 2002, regarding the execution of the Stock Purchase Agreement EX-99 3 dex99.txt PRESS RELEASE OF SUSQUEHANNA, DATED APRIL 30, 2002 EXHIBIT 99 [LOGO] SUSQUEHANNA BANCSHARES, INC. P.O. Box 1000 26 North Cedar Street Litiz, PA 17543-1000 NEWS FOR ADDITIONAL INFORMATION CONTACT: Alison van Harskamp, Vice President & Director of Communications Susquehanna Bancshares, Inc., (717) 625-6260, communications@susqbanc.com SUSQUEHANNA BANCSHARES, INC. ANNOUNCES AGREEMENT TO PURCHASE PROPERTY AND CASUALTY INSURANCE BROKERAGE FOR IMMEDIATE RELEASE, April 30, 2002: Susquehanna Bancshares, Inc., - ------------------------------------- (Susquehanna) (NASDAQ: SUSQ - news) today announced that it has signed a definitive agreement to purchase all of the outstanding stock of The Addis Group, Inc., a property and casualty insurance brokerage located in King of Prussia, Pa. "It has been part of Susquehanna's strategic plan to broaden our product and service offerings and diversify our non-interest revenue generation by acquiring a property and casualty insurance brokerage," said Susquehanna President & Chief Executive Officer William J. Reuter. "We were looking for a well-run company with expert leadership already in place. The Addis Group's management, employees, service standards and consultative approach to managing risk made it the right fit for us. Upon closing, The Addis Group will be the foundation for our future in the insurance brokerage business." The Addis Group, which began operations in 1990, specializes in designing commercial and personal property and casualty insurance and risk management programs for medium- and large-sized companies, principally in the mid-Atlantic states. As a leader in its industry, The Addis Group offers a variety of high quality, customer-focused consulting services, including its nationally recognized Risk Management Audit process - a tool focused on improving a company's Risk Profile. The company serves over 1,500 commercial and individual customers representing over $60 million in premium, which generates approximately $6 million in annual revenues. The Addis Group boasts numerous awards including "Business of the Year" by the Greater Philadelphia Chamber of Commerce and one of the "100 Fastest Growing Companies in the Philadelphia Region" by the Philadelphia Business Journal. Scott Addis, President of The Addis Group, also has been recognized by Inc. magazine as a finalist for the publication's "Entrepreneur of the Year" award. The transaction, subject to customary closing conditions, is expected to be completed in the second quarter of 2002. "We are excited to be joining forces with Susquehanna Bancshares, Inc., a company that not only shares our passion for client service, but has a strong commitment to its employees and to the communities it serves," said Addis. "We also are very pleased that our clients will continue to be served by The Addis Group's same dedicated professional staff from our King of Prussia, Pa. headquarters." - more - Susquehanna Bancshares-Addis/Page 2 of 2 After the transaction is finalized, Addis will remain as President of The Addis Group. All of The Addis Group's employees will join Susquehanna Bancshares' over 2,200 employees. "With the addition of The Addis Group, we can expand our services to existing customers and increase our appeal to potential customers," Reuter said. "The Addis Group has an outstanding reputation regarding customer service and an exceptional performance record. We are very pleased to add such a fine company to the sales and service culture of Susquehanna Bancshares." Susquehanna Bancshares, Inc. is a multi-state financial services holding company composed of nine banks, two leasing companies, a credit life reinsurance company, a trust and investment company, and an asset management company with combined assets of $5.2 billion. Susquehanna provides financial services through its subsidiaries at over 150 locations in the mid-Atlantic region. Investor information may be requested on Susquehanna's Web site at www.susqbanc.com. - ---------------- This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 that are based on Susquehanna's current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties. Accordingly, actual results may differ materially. Susquehanna undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----