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) December 23, 1999
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Susquehanna Bancshares, Inc.
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Pennsylvania 0-10674 23-2201716
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) dentification 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
Susquehanna Bancshares, Inc. ("Susquehanna") has agreed to acquire Valley Forge
Asset Management Corp. ("VFAM"), a Pennsylvania asset management corporation
registered as both a broker/dealer and as an investment advisor, and Valley
Forge Investment Company, Inc. ("VFICO"), VFAM's parent corporation. Both VFAM
and VFICO are headquartered in King of Prussia, Pennsylvania.
Pursuant to the definitive Stock Purchase Agreement with VFAM and its
shareholders, and the definitive Agreement and Plan of Reorganization with
VFICO, both dated December 23, 1999, Susquehanna will acquire all of the
outstanding stock of VFAM and VFICO in cash transactions. The acquisitions are
expected to close in the first quarter of next year, pending various federal and
state regulatory approval and other conditions, as well as the approval of the
shareholders of VFAM and VFICO.
A copy of Susquehanna's Press Release regarding the acquisitions 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.
SIGNATUIRES
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: December 27, 1999 By: /s/ Robert S. Bolinger
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Robert S. Bolinger
President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit
99 Press Release - Press Release of Susquehanna, dated December 27, 1999,
regarding the execution of the Stock Purchase Agreement and the
Agreement and Plan of Reorganization
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