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): July 18, 1996
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ATCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 33-24649 22-2911209
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
8000 Sagemore Drive
Marlton, New Jersey 08053
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(Address of Principal (Zip Code)
Executive Offices)
(609) 983-4000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On July 18, 1996, Atcorp, Inc. ("Atcorp" or the "Registrant"), a New
Jersey corporation registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"), and Equity National Bank
("ENB"), a national banking association and a wholly-owned subsidiary of Atcorp,
entered into an Agreement and Plan of Affiliation with Susquehanna Bancshares,
Inc. ("SBI"), a Pennsylvania business corporation registered as a bank holding
company under the BHC Act, and Susquehanna Bancshares East, Inc. ("SBI Merger
Sub"), a New Jersey corporation and a wholly-owned subsidiary of SBI (the
"Merger Agreement"). Pursuant to the Merger Agreement, SBI Merger Sub will merge
with and into Atcorp, with Atcorp as the surviving entity (the "Merger"), as a
result of which Atcorp will become a direct wholly-owned subsidiary of SBI, and
ENB will become a second-tier subsidiary of SBI.
At the effective time of the Merger, each share of Atcorp common stock
issued and outstanding will become the right to receive SBI common stock at the
exchange rate set forth in the Merger Agreement. So long as the average closing
price per share of SBI common stock over the period of ten business days ending
on the second business day preceding the date set for closing under the Merger
Agreement (the "Average Closing Price") is between $25.00 and $31.00, the
exchange rate shall be one-for-one, subject to adjustment pursuant to the Merger
Agreement. The parties have certain rights to terminate the Merger Agreement
under certain circumstances if the Average Closing Price is below $25.00 or
above $31.00 (subject to adjustment pursuant to the Merger Agreement), as
determined pursuant to the Merger Agreement.
The consummation of the transactions described in the Merger Agreement
is subject to approval by Atcorp's stockholders, receipt of all necessary
regulatory approvals, satisfactory confirmation that the Merger will be treated
as a tax-free reorganization and will qualify for pooling-of interests
accounting treatment and other customary conditions. The Merger Agreement may be
terminated by the parties if the transactions described in the Merger Agreement
are not consummated by March 31, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2 Agreement and Plan of Affiliation Dated as of the 18th Day of
July, 1996, By and Among Susquehanna Bancshares, Inc.,
Susquehanna Bancshares East, Inc., Atcorp, Inc. and Equity
National Bank
Schedule 1.2 Exchange Provisions
The Disclosure Schedules to the above-referenced Agreement are
omitted. Pursuant to paragraph (2) of Item 601(b) of Regulation
S-K, the Registrant agrees to furnish a copy of such schedules to
the Commission upon request.
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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.
ATCORP, INC.
(Registrant)
By: /s/ Marc L. Reitzes
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Date: July 30, 1996 Marc L. Reitzes
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
2 Agreement and Plan of Affiliation Dated as of the 18th Day of
July, 1996, By and Among Susquehanna Bancshares, Inc.,
Susquehanna Bancshares East, Inc., Atcorp, Inc. and Equity
National Bank
Schedule 1.2 Exchange Provisions
The Disclosure Schedules to the above-referenced Agreement
are omitted. Pursuant to paragraph (2) of Item 601(b) of
Regulation S-K, the Registrant agrees to furnish a copy of
such schedules to the Commission upon request.
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