SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 4, 1999
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Susquehanna Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-10674 23-2201716
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
26 North Cedar Street, Lititz, Pennsylvania 17543
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 626-4721
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Not Applicable
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(Former Name or Address, if Changed Since Last Report)
Item 5. Other Events.
On January 4, 1999, Susquehanna Bancshares, Inc., a Pennsylvania business
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended ("Susquehanna"), consummated the transactions
contemplated in the Agreement and Plan of Affiliation dated April 16, 1998 (the
"Affiliation Agreement") between and among Susquehanna, Susquehanna Interim
Bank, a Pennsylvania state-chartered bank and a wholly-owned subsidiary of
Susquehanna ("Susquehanna Interim"), and First Capitol Bank, a Pennsylvania
state-chartered bank ("First Capitol"). A copy of the Affiliation Agreement was
attached to Susquehanna's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on July 2, 1998, and amended on August 5,
1998, August 6, 1998 and December 15, 1998. A copy of the Press Release
announcing the consummation of the transaction contemplated in the Affiliation
Agreement is filed as an exhibit to this Current Report on Form 8-K.
The following is a summary of the transaction consummated pursuant to the
Affiliation Agreement. This summary is qualified in its entirety by reference to
the full text of the Affiliation Agreement, which is incorporated herein by
reference.
General
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Pursuant to the Affiliation Agreement, Susquehanna Interim merged with and into
First Capitol (the "Merger"), with First Capitol as the surviving entity
(sometimes referred to as the "Surviving Bank"), as a result of which First
Capitol became a direct wholly-owned subsidiary of Susquehanna. The name of the
Surviving Bank shall be "First Capitol Bank."
At 5:00 p.m. on January 4, 1999 (the "Effective Time"), the articles of
incorporation and bylaws of Susquehanna Interim in effect immediately prior to
the Effective Time became the articles of incorporation and bylaws of the
Surviving Bank. At and immediately following the Effective Time, the directors
and officers of First Capitol immediately prior to the Effective Time remained
the directors and officers of the Surviving Bank. Additionally, Owen O. Freeman,
Jr. (who is the Chairman of the First Capitol board) shall become a member of
Susquehanna's board of directors at the board's next scheduled meeting and shall
hold such office for a term to expire at the 1999 Susquehanna annual meeting of
shareholders. Susquehanna has also agreed to nominate Mr. Freeman for
re-election to the class of 2002 at the 1999 annual meeting of shareholders.
Exchange Ratio; Exchange
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As consideration for all of the outstanding capital stock of First Capitol,
Susquehanna exchanged the outstanding First Capitol common stock, par value
$10.00 per share (the "First Capitol Common Stock"), for common stock of
Susquehanna, par value $2.00 per share (the "Susquehanna Common Stock"), at the
exchange rate (the "Exchange Ratio") provided in the Affiliation Agreement.
At the Effective Time of the Merger, all of the 520,393 shares of First Capitol
Common Stock which were issued and outstanding were converted into the right to
receive a total of 1,055,357 shares of Susquehanna Common Stock at an Exchange
Ratio of 2.028 shares of Susquehanna Common Stock for each share of First
Capitol. The Exchange Ratio was based on the average price per share of
Susquehanna Common Stock before closing of $21.53. The average price per share
of Susquehanna Common Stock before closing was determined by adding the price at
which Susquehanna Common Stock was reported to have closed by the Nasdaq Stock
Market over the period of 10 business days ending on the second business day
preceding the date set for the closing, and dividing such total by 10.
Note that if the average price per share of Susquehanna Common Stock before
closing had been greater than $28.00 per share, First Capitol could have
terminated the Affiliation Agreement upon written notice within one business day
of such determination. The Affiliation Agreement also gave Susquehanna the
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right to terminate the Affiliation Agreement if the average price per share of
Susquehanna Common Stock before closing was less then $21.33 per share. Because
the average price per share of Susquehanna Common Stock before closing was
$21.53, neither of these provisions were applicable. The Affiliation Agreement
also provided that if the Merger was not consummated by March 31, 1999, then
either party could have terminated the Affiliation Agreement. Because the Merger
was consummated on January 4, 1999, this provision also was not applicable.
The shares of common stock of Susquehanna Interim issued and outstanding
immediately prior to the Effective Time remain outstanding and unchanged after
the Merger, and now constitute all of the issued and outstanding shares of the
capital stock of the Surviving Bank. Presently, Susquehanna owns all of the
issued and outstanding shares of the capital stock of the Surviving Bank.
Within five business days after the Effective Time, Susquehanna shall cause to
be sent to each person who immediately prior to the Effective Time was a holder
of record of First Capitol Common Stock, transmittal materials and instructions
for surrendering certificates for First Capitol Common Stock in exchange for the
number of whole shares of Susquehanna Common Stock to which such person is
entitled pursuant to the Exchange Ratio.
No certificates for fractional shares of Susquehanna Common Stock will be
issued; rather, Susquehanna will furnish to any holder of First Capitol Common
Stock entitled to a fractional share a check for an amount of cash equal to the
fraction of a share of Susquehanna Common Stock represented by the certificates
so surrendered in accordance with the Exchange Ratio.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. Reference is made to the Exhibit Index annexed hereto
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and made a part hereof.
SIGNATURES
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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.
SUSQUEHANNA BANCSHARES, INC.
Date: January 7, 1999 By: /s/ Robert S. Bolinger
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Robert S. Bolinger
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
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99 Press Release of the Registrant, Dated January 5, 1999, Regarding
Consummation of the Merger
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