Susquehanna Bancshares Inc--Form 425

425 1 d425.htm SUSQUEHANNA BANCSHARES INC--FORM 425 Susquehanna Bancshares Inc--Form 425

Filed by Susquehanna Bancshares, Inc.

Pursuant to Rule 425 under the Securities Act of 1933, as amended

Subject Company: Minotola National Bank

Commission File No.: 000-10674

The following is a summary description of Susquehanna Bancshares, Inc. and the benefits that will be offered to employees of Minotola National Bank (“Minotola”) who become employees of Susquehanna Patriot Bank (“SPB”) upon consummation of the proposed merger of Minotola into SPB. These materials will be distributed to employees of Minotola.

Welcome to

Dennis W. DiLazzero

President & Chief Executive Officer

Minotola National Bank

Agenda

Welcome and Introductions

Dennis W. DiLazzero, President & CEO, Minotola National Bank

Susquehanna Bancshares, Inc. Overview

William J. Reuter, Chairman, President & CEO

Susquehanna Patriot Bank

Michael M. Quick, Chairman & CEO

Susquehanna Bancshares Human Resources Overview

Edward Balderston, Jr., Executive Vice President

Closing

Dennis W. DiLazzero

William J. Reuter

Chairman, President & Chief Executive Officer

Susquehanna Bancshares, Inc.

Susquehanna Profile

A financial services holding company

Headquartered in Lititz, Pa. (Lancaster County)

$7.5 billion in assets

Approximately 2,100 employees

3 commercial banks

Over 155 locations in PA, NJ, MD, WV

Asset management company

Trust and investment company

Auto leasing company

Commercial leasing company

Property and casualty insurance company

Publicly Traded Corporation

Listed on Nasdaq Stock Market

Stock symbol: SUSQ

$1.1 billion market capitalization

Federal Reserve Bank of Philadelphia

Securities & Exchange Commission regulations

Provide information to investors consistently & simultaneously

Maintain confidentiality of non-public information

Creating Shareholder Value

1,172%

Increase

Shareholder

Value

(December

1982

–

2004)

15%

Compounded

Annual Return

796%

376%

Historical results presented in the chart do not necessarily indicate future performance.

1200%

1050%

900%

750%

600%

450%

300%

150%

Total Dividend Yield

Total Market Value Appreciation

Mission Statement

To provide financial services of value to customers and

communities throughout Pennsylvania, Maryland, New Jersey,

Delaware, Virginia and West Virginia at prices that are fair and

competitive, resulting in a superior return for our shareholders.

Vision Statement

People

are our most valuable asset

Customers

are our highest priority

Information

is our competitive edge

Performance

is our key to winning

Susquehanna Bancshares

Loan Operations

Hagerstown, Md.

Corporate Headquarters

Lititz, Pa.

Three Commercial Banks

Susquehanna Patriot Bank

HQ in Marlton, N.J.

38 branches in New Jersey and Pennsylvania

Susquehanna Bank PA

HQ in Lancaster, PA

55 branches in central Pennsylvania

Susquehanna Bank

HQ in Hagerstown, MD

59 branches in Maryland, West Virginia and Pennsylvania

Three Bank Territories

After Minotola Acquisition

Three Bank Territories

After Minotola Acquisition

Susquehanna Wealth Management

Investment Management

Trust and Private Client

Services

Brokerage Services

Insurance Services

Retirement Plan Services

Non-Bank Business Lines

Insurance

The Addis Group, Inc.

Commercial Leasing

Susquehanna Patriot Commercial Leasing Co.

Mortgage

Susquehanna Mortgage Corp.

Auto Leasing

Hann Financial Service Corp.

Michael M. Quick

Chairman & Chief Executive Officer

Susquehanna Patriot Bank

Susquehanna & Minotola Branches

Susquehanna Bancshares, Inc

Minotola National Bank

Lititz

Susquehanna Patriot Bank

and Minotola National Bank

Susquehanna Patriot Bank

and Minotola National Bank

Transaction is expected to be completed by April 30, 2006,

nearly doubling Susquehanna’s New Jersey presence and

increasing deposits to more than $1.2 billion.

Following the merger Susquehanna Patriot Bank will have 51

branches in 11 counties.

Our market will cover from Atlantic County to Berks County

(120 miles) and from the Lehigh Mountains down to Cape

May County (160 miles)

Additions to

Susquehanna Leadership

Additions to

Susquehanna Leadership

Dennis

DiLazzero,

President

and

CEO

Minotola,

will

become

Chief

Operating

Officer

for

SPB

William

Plick,

Senior

Lending

Officer

Minotola,

will

become

the

Regional

Lending

Head

for

the

Minotola

Region

Michael

Capizola,

Esq.,

Vice

Chairman

Minotola,

will

join

the

Susquehanna

Patriot

Bank

Board

Directors

Michael

Morello,

member

Minotola’s

Board,

will

join

the

Susquehanna

Bancshares,

Inc.,

Board

Directors

Edward Balderston, Jr.

Executive Vice President, Chief Administrative Officer

Susquehanna Bancshares, Inc.

Human Resources

Susquehanna will use original hire dates and service dates

to determine benefits, including:

Paid Time Off

Accumulated sick leave will transfer to Susquehanna

Pension vesting

401(k) vesting

Service awards

Benefits meetings to be scheduled

Employee Benefits

Medical

3-tier, preferred provider organization (PPO) with Capital Blue Cross

Prescription program with Express Scripts

Dental

Voluntary program with United Concordia

Flexible spending accounts

Medical care with FlexAmerica

Dependent care with FlexAmerica

Vision discount program with NVA

Employee Benefits

Life Insurance with Hartford

Basic life 2X salary at no cost to employee

Supplemental and dependent life options available

Disability Insurance with Hartford

Supplements NJ State

Voluntary short-term disability

Company-paid long-term disability

Employee Benefits

401(k)

100% company match of first 3% employee invests

After 1 year of credited service

Can save up to the annual IRS limits

Diversified Investment Advisors

24/7 access via internet and phone

Cash balance pension plan

Age and service-based credits

No cost to employee

Combined quarterly 401(k) and cash balance statement

Employee Benefits

Employee stock purchase plan

Discount

Employee assistance plan

Work/life referral services

Childcare, elder care, etc.

Service award recognition program

STAR awards

Stars on the Susquehanna awards

Staffing Process

Identify structure

Identify areas at risk

Provide at-risk employees 3 months’

notice

Placement process

Internal placement

Career continuation services

Career Continuation Services

On-site job search training/resume writing

On-site job fairs with local employers

Career assessment tools

One-on-one counseling services

Notice to

Minotola National Bank Shareholders

Notice to

Minotola National Bank Shareholders

The proposed acquisition by Susquehanna of Minotola will be effected

pursuant to a merger of Minotola into Susquehanna Patriot Bank.

Susquehanna will file a registration statement on Form S-4 containing a

proxy statement addressed to Minotola’s shareholders and a prospectus

for the Susquehanna stock to be offered in the merger with the

Securities and Exchange Commission (the “SEC”). A definitive proxy

statement will be sent to Minotola’s shareholders seeking their approval

of the merger. Minotola shareholders are urged to read the registration

statement carefully when it becomes available, because it will contain

important information about the merger. Minotola shareholders may

obtain a free copy of the registration statement, when it becomes

available, and other documents filed with, or furnished to, the SEC by

Susquehanna at the SEC’s website at http://www.sec.gov. Copies of the

registration statement and other documents filed by Susquehanna with

the SEC may also be obtained for free from Susquehanna by directing a

written request to Susquehanna Bancshares, Inc., 26 North Cedar

Street, Lititz, PA 17543, Attention: Abram G. Koser, Vice President –

Investor Relations.

Dennis W. DiLazzero

President & Chief Executive Officer

Minotola National Bank

New Employee Orientation

Benefits Overview

FULL-TIME EMPLOYEES

•

No-fee Checking Account and Free Checks

•

Bi-weekly pay, direct deposit to selected account

•

401(k) Plan: Eligible after 3 months’ service (if regularly scheduled to work at least 20 hours/wk.); you may contribute as little as 1%, or a maximum of any percentage, as long as it does not exceed the annual federally imposed limit ($15,000 pre-tax employee contributions in 2006). Your contributions are deducted on a pre-tax basis. The company will match 100%, up to the first 3% of your contributions, after also working for one year at 1,000 hours; the company match vests at 20% per year, with 100% vesting after 5 years; 15 investment options. Catch-Up contribution available to participants age 50 and over ($5,000 maximum in 2006). New hires after 1/1/06 will automatically be enrolled in the plan at a 3% salary contribution into a default fund unless the new hire makes changes.

•

Cash Balance Pension Plan - Company funded; may participate after 1 year (if worked 1000 hours minimum); 100% vested after 5 years (no vesting for less than 5 years of service); must be 21 years of age.

•

Employee Stock Purchase Plan (ESPP) - Eligible on January 1 or July 1 (whichever first) following 1 year of employment (if customarily work 20 hrs/wk and more than 5 months per calendar year); contribute between 1%, and 5% of base salary/commissions (after-tax) - no employer match

Employee Stock Purchase Plan Plus (ESPP+) - Eligible on January 1 or July 1 (whichever first) following 1 year of employment (if customarily work 20 hrs/wk and more than 5 months per calendar year); contribute between 1%, and 5% of base salary, overtime, bonus/incentive, commissions, severance (after-tax) - no employer match.

•

Carebridge Corporation - Assistance in successful management of family and personal concerns which can negatively impact your work performance and quality of life. Areas of assistance include childcare, parenting, eldercare, college planning, etc.

•

Employee Assistance Plan – Three free counseling sessions per family member/annually

•

Paid Time Off (PTO) – flexibility for employees to take paid time off work for absences due to illness, vacation, and personal reasons. Each year employees receive a specific grant of days off, in accordance with a fixed schedule, prorated in the initial year of hire. Eligible after 90 days’ service.

•

Paid Holidays - scheduled days, scheduled hours, regular pay plus time-and-a-half pay for hours worked on holiday

•

Tuition Aid - approved courses (related to your job), paid up front (voluntary resignation within certain time periods after course completion, however, may result in tuition having to be repaid); must be regularly scheduled to work at least 20 hrs/wk.

•

Bereavement Pay – Both full-time and part-time – 3 days off/immediate family; 1 day off for other family members (per policy); for days normally scheduled to work

•

Jury Duty Pay – Both full-time and part-time – Paid time off from SBI, in addition to any other reimbursement outside of the company

•

Workers’ Compensation – Compensation for eligible expenses incurred as the result of illness/injury incurred in the course of employment, subject to approval and applicable waiting periods

•

FMLA – Up to 12 weeks of unpaid time off, on a rolling year basis, for the serious health condition of you or other eligible family members, or the birth or adoption of a baby/child; after 1 year of continuous service and work at least 1,250 hours in the 12 months prior to the leave. If state family leave law is more generous, the state law prevails.

•

Insurance Coverage – Eligible after 30 days’ service

Health Insurance – PPO plans (You choose level of coverage and cost-sharing from one of three options: High Option (100/80), Standard Option (90/70), and Basic Option (80/60). Employer and employee share the cost.

Dental Plan – Four classes of services (including Orthodontia) covered a different coinsurance levels. Paid totally by the employee.

Vision Plan – discounted services provided at no cost to employee

Group Term Life and AD&D Insurance provided by SBI - valued at two-times annual salary, provided at no cost to employee

Short-Term Disability – After 7-day waiting period, benefits paid at 60% of base compensation, up to $1,300 weekly; minimum $25 weekly; benefits paid for 25 weeks; employee pays full cost

Long Term Disability - provided by SBI – 60% of monthly pay, to a $10,000 max benefit; benefits payable after 6 months of disability

Supplemental Life, Dependent Life, and Dental – Supplemental benefits-paid totally by employee

•

Flexible Spending Accounts – Health Care and Dependent Care FSA’s allow the employee to save out-of-pocket expenses they know they will incur for the year on a pre-tax basis.

This is merely a general overview of benefits. Please consult the applicable Summary Plan Description (SPD) for more information. The Plan document has final authority over plan provisions.

Although it is the intent of the Company to continue your benefits indefinitely, please be advised that the Company reserves the right to change benefits at any time, up to and including termination of such benefits.

New Employee Orientation

Benefits Overview

PART-TIME EMPLOYEES

•

No-fee Checking Account and Free Checks

•

Bi-weekly pay, direct deposit to selected account

•

Employee Assistance Plan – Three free counseling sessions per family member/annually

•

Paid Time Off (PTO) – flexibility to employees to take paid time off work for absences due to illness, vacation, and personal reasons. Each year you receive a specific grant of days off, the amount of which is dependent upon your standard hours of work, prorated in the initial year of hire. You are eligible after 90 days’ service.

•

Paid Holidays - scheduled days, scheduled hours, regular pay plus time-and-a-half pay for hours worked on holiday

•

Bereavement Pay – Both full-time and part-time – 3 days off/immediate family; 1 day off for other family members (per policy); for days normally scheduled to work

•

Jury Duty Pay – Both full-time and part-time – Paid time off from SBI, in addition to any other reimbursement outside of the company

•

Workers’ Compensation – Compensation for eligible expenses incurred as the result of illness/injury incurred in the course of employment, subject to approval and applicable waiting periods

•

This summary is merely a general overview of benefits. Please consult the applicable Summary Plan Description (SPD) for more information. The Plan document has final authority over plan provisions.

LOGO

SBI and Banking affiliates

2006 HOLIDAY SCHEDULE



New Year’s Day	Monday (observed)	January 2, 2006

Dr. Martin Luther King, Jr. Day	Monday	January 16, 2006

President’s Day	Monday	February 20, 2006

Memorial Day	Monday	May 29, 2006

Independence Day	Tuesday	July 4, 2006

Labor Day	Monday	September 4, 2006

Columbus Day	Monday	October 9, 2006

Veteran’s Day	Saturday	November 11, 2006

Thanksgiving Day	Thursday	November 23, 2006

Christmas Day	Monday	December 25, 2006

Attention Employees who are also Minotola National Bank Shareholders:

The proposed acquisition by Susquehanna of Minotola will be effected pursuant to a merger of Minotola into Susquehanna Patriot Bank. Susquehanna will file a registration statement on Form S-4 containing a proxy statement addressed to Minotola’s shareholders and a prospectus for the Susquehanna stock to be offered in the merger with the Securities and Exchange Commission (the “SEC”). A definitive proxy statement will be sent to Minotola’s shareholders seeking their approval of the merger. Minotola shareholders are urged to read the registration statement carefully when it becomes available, because it will contain important information about the merger. Minotola shareholders may obtain a free copy of the registration statement, when it becomes available, and other documents filed with, or furnished to, the SEC by Susquehanna at the SEC’s website at http://www.sec.gov. Copies of the registration statement and other documents filed by Susquehanna with the SEC may also be obtained for free from Susquehanna by directing a written request to Susquehanna Bancshares, Inc., 26 North Cedar Street, Lititz, PA 17543, Attention: Abram G. Koser, Vice President – Investor Relations.