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) March 1, 2001 -------------------------------- 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") announced that following the Annual Shareholders' Meeting on May 25, 2001, as part of the company's management succession plan, William J. Reuter, President, has been appointed to succeed Robert S. Bolinger as Susquehanna's Chief Executive Officer. Concomitantly, Gregory A. Duncan, Executive Vice President, will assume the additional title and responsibilities of Chief Operating Officer, and Drew K. Hostetter, Senior Vice President, Treasurer and Chief Financial Officer will continue to serve as a member of management's Executive Committee along with Messrs. Reuter and Duncan. Following the 2001 Annual Shareholders' Meeting, Mr. Bolinger will continue as a non-executive Chairman of the Board for an expected period of at least one year A copy of Susquehanna's Press Release regarding these appointments 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. SIGNATURES 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: March 5, 2001 By: /s/ Robert S. Bolinger ------------------------------------- Robert S. Bolinger Chairman of the Board and Chief Executive Officer EXHIBIT INDEX Exhibit 99 Press Release - Press Release of Susquehanna, dated March 1, 2001 regarding the announcement of management succession and executive appointments