-----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, Fs2bdIEW/ILGz05Nr79mwGFu6wcKVgtBgpCHhXkf8pZdoHAt0Mtv1qkFjThlpFJH MuBMkrdhGEzACUKmRzoj0Q== 0000950165-99-000002.txt : 19990125 0000950165-99-000002.hdr.sgml : 19990125 ACCESSION NUMBER: 0000950165-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEYSVILLE NATIONAL CORP CENTRAL INDEX KEY: 0000702902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232210237 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15237 FILM NUMBER: 99511564 BUSINESS ADDRESS: STREET 1: 483 MAIN ST CITY: HARLEYSVILLE STATE: PA ZIP: 19438 BUSINESS PHONE: 2152568851 MAIL ADDRESS: STREET 1: 483 MAIN STREET CITY: HARLEYSVILLE STATE: PA ZIP: 19438 8-K 1 FORM 8-K RE: CONSUMMATION OF ACQUISITION 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 - January 20, 1999 HARLEYSVILLE NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania ---------------------- State or other jurisdiction of incorporation) 0-15237 ---------------------- (Commission File Number) 23-2210237 ---------------------- (IRS Employer Identification Number) 483 Main Street Harleysville, Pennsylvania ------------------------------------ (Address of principal executive offices) 19438 ----------- (Zip Code) Registrant's telephone number including area code: (215) 256-8851 ----------------------------------------------------------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 5 Sequentially Numbered Pages Index to Exhibits Found on Page 8 1 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 January 20, 1999, Harleysville National Corporation (the "Registrant"), effected the acquisition of Northern Lehigh Bancorp, Inc., as contemplated in the Agreement and Plan of Reorganization dated as of July 28, 1998, by and among the Registrant, Harleysville National Corporation North, Inc., The Citizens National Bank of Lansford, Northern Lehigh Bancorp, Inc. and The Citizens National Bank of Slatington. A copy of the Agreement is attached to the Registrant's Registration Statement No. 333-67201 on Form S-4 filed with the Securities and Exchange Commission on November 12, 1998, and as amended on November 20, 1998, and December 7, 1998. We include a copy of the Press Release announcing consummation of the transaction as Exhibit 99 to this Current Report on Form 8-K. A summary of the transaction follows. We qualify the summary in its entirety by reference to the full text to the Agreement, incorporated by reference in this Current Report. General Pursuant to the Agreement and to Articles of Merger, filed with the Department of State of the Commonwealth of Pennsylvania, the parties effected the merger of Northern Lehigh Bancorp, Inc. with and into Harleysville National Corporation North, Inc. at 11:59 p.m. on January 20, 1999. Harleysville National Corporation North, Inc. survived the merger. On January 22, 1999, the Registrant will effect the merger of The Citizens National Bank of Slatington with, into and under the charter of The Citizens National Bank of Lansford. The name of the surviving bank is "Citizens National Bank." * The Articles of Incorporation and Bylaws of Harleysville National 2 Corporation North, Inc., as in effect immediately prior to the merger, became the Articles of Incorporation and Bylaws of the surviving corporation in the Merger, and * The directors and officers of Harleysville National Corporation North, Inc., immediately prior to the effective date of the merger, became the officers and directors of the Surviving Corporation. Exchange of Shares As consideration for the outstanding capital stock of Northern Lehigh Bancorp, Inc., the Registrant exchanged each outstanding share of common stock of Northern Lehigh Bancorp, Inc. for 3.57 shares the Registrant's common stock, as provided in the Agreement. In lieu of issuing fractional shares, the Registrant will furnish any holder of common stock of Northern Lehigh Bancorp, Inc., who is entitled to a fractional share, with a check for the amount of cash equal to the fraction of the share represented by the certificate, as provided in the Agreement. At the effective time of the merger, all of the 139,498 shares of common stock that were issued and outstanding were converted into the right to receive a total of 498,008 shares of the Registrant's common stock. In addition, 17,850 shares of the Registrant's common stock were registered to fund outstanding options of Northern Lehigh Bancorp, Inc. 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 January 21, 1999, re: Registrant's Acquisition of Northern Lehigh Bancorp, Inc. and its wholly-owned subsidiary, The Citizens National Bank of Slatington. Item 8. Change in Fiscal Year. Not Applicable. Item 9. Sales of Equity Securities Pursuant to Regulation S Not Applicable. 3 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. HARLEYSVILLE NATIONAL CORPORATION (Registrant) Dated: January 20, 1999 /s/ Walter E. Daller, Jr. --------------------------------------- Walter E. Daller, Jr., President and Chief Executive Officer EXHIBIT INDEX Page Number in Manually Exhibit Signed Original - ------- --------------- 99 Press Release of Registrant, dated January 21, 1999, 7 re: Registrant's Acquisition of Northern Lehigh Bancorp, Inc. and its wholly-owned subsidiary, The Citizens National Bank of Slatington. EX-99 2 HARLESYVILLE NATIONAL CORPORATION PRESS RELEASE EXHIBIT 99 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: Walter E. Daller Jr., Chairman and CEO Harleysville National Corporation 215-256-8851 Thomas D. Oleksa, President and CEO Citizens National Bank 717-645-3158 Parent Company of Harleysville National Bank and Trust Company Security National Bank Citizens National Bank of Lansford HARLEYSVILLE NATIONAL CORPORATION ACQUIRES CITIZENS NATIONAL BANK OF SLATINGTON HARLEYSVILLE, PA (January 22, 1999)-Harleysville National Corporation (HNC) (NASDAQ: HNBC) is pleased to announce the consummation of the acquisition of Northern Lehigh Bancorp, Inc., parent company of Citizens National Bank of Slatington. Shareholders of Northern Lehigh Bancorp, Inc., will receive 3.57 shares of common stock of Harleysville National Corporation for each of their common shares of Northern Lehigh Bancorp, Inc. A total of approximately 515,858 shares will be issued by HNC in connection with this transaction. The acquisition was completed pursuant to an Agreement and Plan of Reorganization and Agreement of Merger dated July 28, 1998. The merger was overwhelmingly approved during a Special Meeting of Shareholders held January 14, 1999. Walter E. Daller Jr., Chairman and CEO, Harleysville National Corporation, said, "We are delighted to have Citizens National Bank of Slatington join our banking family and are confident the affiliation will serve the consumers and businesses in their market particularly well." On January 22, 1999, CNB of Slatington will be merged with and into Citizens National Bank of Lansford (CNB), a wholly-owned subsidiary of Harleysville National Corporation. "Having offices in Slatington and Walnutport is a natural extension of CNB of Lansford's marketplace" said Thomas D. Oleksa. "Additionally our presence in these communities will allow us to support community initiatives through deposit and lending products for seniors, kids, students and small businesses. Slatington and Walnutport are our kind of communities." -MORE- HNC CONSUMMATES ACQUISITION/2 "The merger between CNB of Lansford and CNB of Slatington will have a positive effect on the community because both organizations have the same personal service philosophy toward customers," said Francis Burbidge, President and CEO of CNB of Slatington. "Customers will have more locations to do their banking and the same familiar faces to help them." On the effective date, CNB of Slatington's banking operations will be merged into those of CNB of Lansford. At this time, CNB of Slatington and Lansford will drop the town suffix in their bank names, becoming simply Citizens National Bank. Four Slatington directors are joining the CNB Board of Directors. Harleysville National Corporation is a bank holding company with total assets in excess of $1.3 billion. Harleysville National Corporation's wholly-owned bank subsidiaries are Harleysville National Bank and Trust Company, headquartered in Harleysville, operating 21 offices throughout Montgomery, Bucks and Chester Counties; Citizens National Bank, headquartered in Lansford, operating eight offices throughout Carbon, Wayne, Lehigh, Northampton and Schuylkill Counties; Security National Bank, headquartered in Pottstown, operating four offices throughout Montgomery County, and HNC Financial Company. -----END PRIVACY-ENHANCED MESSAGE-----