_________________________________________________________________ _________________________________________________________________ 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) January 11, 1999. PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 0-17077 23-2226454 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 115 S. Main Street, P.O. Box 5098, Jersey Shore, PA 17740 (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code (717) 398-2213 N/A (Former name or former address, if changed since last report.) _________________________________________________________________ _________________________________________________________________ PAGE 1 Item 2. Acquisition or Disposition of Assets. On January 11, 1999, Penns Woods Bancorp, Inc. and First National Bank of Spring Mills ("FNBSM") completed the merger of FNBSM with and into Jersey Shore State Bank, the wholly owned banking subsidiary of Penns Woods. Penns Woods, Jersey Shore State Bank and FNBSM completed the merger in accordance with an agreement and plan of merger, dated as of July 22, 1998, between Penns Woods and FNBSM, a copy of which is included as Exhibit 2.1. On January 11, 1999, the effective date of the merger, each outstanding share of FNBSM common stock automatically converted into 3.5 shares of Penns Woods common stock. Penns Woods issued a total of 262,500 shares of Penns Woods common stock in the merger with an aggregate market value of approximately $15.75 million. Penns Woods treated the merger as a pooling of interests for financial accounting purposes and as a tax-free reorganization for federal income tax purposes. Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. Historical financial statements of FNBSM are not required in this filing under the rules of the Securities and Exchange Commission. (b) Pro forma financial information. Pro forma financial information is not required in this filing under the rules of the Securities and Exchange Commission. (c) Exhibits. 2.1 Agreement of Merger dated July 22, 1998, between Penns Woods Bancorp, Inc. and The First National Bank of Spring Mills. PAGE 2 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 hereunto duly authorized. PENNS WOODS BANCORP, INC. By/s/ Theodore H. Reich Theodore H. Reich, Chairman, President and Chief Executive Officer Dated: January 25, 1999 <PAGE 3>