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 - July 10, 1998
MID PENN BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation)
0-20141
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(Commission File Number)
25-1666413
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(IRS Employer Identification Number)
349 Union Street
Millersburg, Pennsylvania
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(Address of principal executive offices)
17061
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(Zip Code)
Registrant's telephone number including area code: (717) 692-2133
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N/A
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(Former name or former address, if changed since last report)
Page 1 of 6 Sequentially Numbered Pages
Index to Exhibits Found on Page 5
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Mid Penn Bancorp, Inc. ("Mid Penn" or the "Registrant") completed the
acquisition of Miners Bank of Lykens, a Pennsylvania chartered bank,
("Miners") and the merger of Miners with, into and under the charter
of Mid Penn Bank, a wholly-owned subsidiary of the Registrant and a
Pennsylvania chartered bank (the "Merger"), which Merger was effected
at 7:01 p.m., on Friday, July 10, 1998. The transaction was effected
pursuant to the terms and conditions of an Agreement and Plan of
Reorganization, dated January 9, 1998, among the Registrant, Mid Penn
Bank and Miners (the "Agreement"). The Agreement is attached as
Exhibit 2.1 (included as Annex A to the Proxy Statement) to the
Registrant's Registration Statement No. 333-51485, filed with the
Commission on April 30, 1998, and as amended by Pre-Effective
Amendment No. 1, filed with the Commission on May 7, 1998
(collectively, the "Registration Statement"). All capitalized terms
used herein and not defined herein have the meanings ascribed to them
in the Agreement.
Under the terms of the Agreement and pursuant to the Registration
Statement, Mid Penn issued 148,250 shares of its common stock, par
value $1.00 per share (the "Mid Penn Common Stock") for all of the
issued and outstanding shares of Miners. Simultaneously therewith,
Miners merged with, into and under the charter of Mid Penn Bank.
The addition of Miner's approximately $28 million in assets,
increases, on a proforma basis, Mid Penn's total assets, deposits and
shareholders equity to approximately $262 million, $215 million and
$25 million, respectively. With the addition of Miner's main office in
Lykens, Pennsylvania, Mid Penn now has ten (10) banking offices in
Dauphin, Northumberland, Schuylkill and Cumberland Counties,
Pennsylvania.
The transaction was structured to qualify as a tax free reorganization
under the Internal Revenue Code of 1986, as amended, and will be
treated as a pooling of interests for financial reporting purposes.
The description of the transaction set forth herein is qualified in
its entirety by reference to the Agreement and the Agreement and Plan
of Merger, dated as of January 9, 1998, between Mid Penn Bank and
Miners (the "Plan of Merger"), which Agreement and Plan of Merger are
attached as Exhibit 2.1 to the Registration Statement.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99 Press Release, of Registrant, dated July 10, 1998, re:
Registrant's Acquisition of Miners Bank of Lykens.
Item 8. Change in Fiscal Year.
Not Applicable.
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.
MID PENN BANCORP, INC.
(Registrant)
/s/ Alan W. Dakey
Dated: July 10, 1998 ---------------------------------
Alan W. Dakey, Vice President and
Chief Operating Officer
EXHIBIT INDEX
Page Number
in Manually
Exhibit Signed Original
99 Press Release, of Registrant, dated January 9, 1998, 6
re: Registrant's Acquisition of Miners Bank of Lykens.
EXHIBIT 99
PRESS RELEASE