8-K

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 - May 5, 2004

HARLEYSVILLE NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

___________________

Pennsylvania	23-2210237
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

483 Main Street

Harleysville, Pennsylvania

(Address of principal executive office and zip code)

(215) 256-8851

(Registrant’s telephone number, including area code)

___________________

Item 2. Acquisition or Disposition of Assets.

Effective April 30, 2004, Millennium Bank, a Pennsylvania chartered bank and trust company (“Millennium”), merged (the "Merger") with and into Harleysville National Bank and Trust Company (“HNB”) a wholly owned subsidiary of Harleysville National Corporation (“Registrant” or the "Company"). The Merger was consummated pursuant to Agreement and Plan of Merger dated October 15, 2003, by and among Harleysville National Corporation, Harleysville National Bank and Trust Company and Millennium Bank, as amended February 2, 2004. (the "Merger Agreement"). The preceding is qualified in its entirety by reference to the Merger Agreement and a press release, which are attached as Exhibits 2 and 99 to this Form 8-K, respectively, and are incorporated herein by reference.

The Company's Registration Statement on Form S-4 (Registration No. 333-111709), sets forth certain information regarding the Merger, including certain information with respect to the assets involved in the Merger, the nature of any material relationship between Millennium and the Company or any officer or director of the Company, the nature of Millennium's business and the intended structure and operation of the combined Company created by the Merger.

Item 5. Other Events and Regulation FD Disclosure.

Upon the closing of the merger, the nine member Board of Directors of Registrant includes one new member, who served as a member of the Board of Directors of Millennium immediately prior to the closing of the merger. The one new member appointed to Registrant’s Board of Directors is Vincent P. Small, Jr.  In addition, Roger S. Hillas shall serve as a "Consulting Director" to the Company Board of Directors.  He shall serve in an advisory capacity to the Board for at least one year from April 30, 2004.

Pursuant to the Merger Agreement, David E. Sparks has been appointed Executive Vice President of the Company.

Item 7. Financial Statements and Exhibits.

(a)  Financial Statements of Business Acquired.

Financial statements required by this item shall be filed no later than 60 days after the date that this report is required to be filed.

(b)  Pro Forma Financial Information

Financial statements required by this item shall be filed no later than 60 days after the date that this report is required to be filed.

The following exhibits are filed herewith:

 1

Table 1

EXHIBIT No.    DESCRIPTION OF EXHIBIT

(2)     Agreement and Plan of Merger dated October 15, 2003, by and among Harleysville National Corporation, Harleysville National Bank and Trust Company and Millennium Bank, as amended February 2, 2004. (Incorporated by reference to Appendix A to the proxy statement/prospectus on the Corporation’s Registration Statement No. 333-111709 Form S-4, originally filed on January 5, 2004.)

        99    Press release, dated as of May 4, 2004.

SIGNATURES

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 thereunto duly authorized.

Harleysville National Corporation

By: /s/ Michael B. High

Michael B. High, Executive Vice President, and Chief Financial Officer

Date: May 5, 2004

2 

EXHIBIT INDEX

Table 2

EXHIBIT No.     DESCRIPTION OF EXHIBIT

(2)     Agreement and Plan of Merger dated October 15, 2003, by and among Harleysville National Corporation, Harleysville National Bank and Trust Company and Millennium Bank, as amended February 2, 2004. (Incorporated by reference to Appendix A to the proxy statement/prospectus on the Corporation’s Registration Statement No. 333-111709 Form S-4, originally filed on January 5, 2004.)

        99    Press release, dated as of May 4, 2004.

3 

EX-99

 

FOR IMMEDIATE RELEASE

CONTACT:Walter E. Daller Jr., Chairman, President and CEO

PHONE: 215-256-8851

HARLEYSVILLE NATIONAL CORPORATION ACQUIRES

MILLENNIUM BANK AND CUMBERLAND ADVISORS, INC.

HARLEYSVILLE, PA (May 4, 2004) - Harleysville National Corporation (HNC) (NASDAQ: HNBC) is pleased to announce the completion of the acquisition of Millennium Bank, a $200 million bank, which specializes in commercial lending and client relationship banking, and its wholly-owned subsidiary, Cumberland Advisors, Inc.

 Millennium Bank, headquartered in Malvern, Pennsylvania, has 4 banking offices located in Malvern (2), Blue Bell and Wyomissing, Pennsylvania. Cumberland Advisors, Inc. is a registered investment advisor headquartered in Vineland, New Jersey, that specializes in fixed income money management and has about $700 million under management. The transaction brings HNC’s assets to $2.7 billion and doubles the size of its trust and wealth management group to $1.4 billion in assets. As part of the agreement, Millennium has merged into Harleysville National Bank and Trust Company (HNB), HNC’s subsidiary bank. 

 "We are pleased to have Millennium Bank join our banking family and are confident the affiliation will serve consumers and businesses as well,” said Walter E. Daller, Jr., Chairman, President and CEO of HNC. “Millennium, led by its CEO, David Sparks, has been extremely successful in developing a business model and professional staff that will complement HNC’s strategic initiatives,” he said. “Cumberland Advisors, Inc. is also a timely strategic fit for our company, helping us to grow our asset and wealth management division,” he added.

 The company also announced the allocations of cash and HNC stock to be paid to former shareholders of Millennium Bank.  Shareholders who elected to receive cash consideration of $16.00 per share will receive 100% cash for their election. Because the option to receive HNC common stock was oversubscribed,  Millennium shareholders, electing to receive stock, will receive approximately 64.38 % of their consideration in HNC common stock, with the remainder in cash. The transaction, valued at approximately $46 million, is expected to be accretive to HNC’s earnings per share within the first year after consummation.

David E. Sparks, Chairman and CEO of Millennium stated, “Our Board of Directors, shareholders and staff are very excited about the opportunity that this business combination will provide to both us and Harleysville.”  Sparks, past Chairman and CEO of Millennium Bank, joins HNC as Executive Vice

President of the Corporation and President and CEO of the HNB’s wealth management and private banking group, and David R. Kotok continues as Cumberland’s Chairman and Chief Investment Officer.

Harleysville National Corporation, with assets of $2.7 billion, is the holding company for its major subsidiary, Harleysville National Bank and Trust Company (HNB).  Providing Real Life Financial Solutions, HNB operates 45 offices in 10 counties throughout eastern Pennsylvania. Individuals, families and businesses can apply for banking, trust and investment services at any HNB office, by calling 1-888-HNB-2100 or online at www.harleysvillebank.com.  Investment Management and Trust Services are provided through the Millennium Wealth Management and Private Banking Group, a division of HNB, with assets of approximately $1.4 billion. Harleysville National Corporation stock is traded under the symbol "HNBC" and is commonly quoted under Nasdaq National Market Issues.  For more information, visit the HNC Web site at www.hncbank.com.

This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. Such factors include the possibility that increased demand or prices for the Company’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the company’s filings with the Securities and Exchange Commission.