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): October 25, 2002
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SUSQUEHANNA BANCSHARES, INC.
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 0-10674 23-2201716
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
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 Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 Certain information that will be disclosed by Susquehanna
in a proposed private placement of subordinated debt
securities.
99.2 Press release, dated October 22, 2002 (incorporated herein
by reference to the Registrant's Current Report on Form 8-K
as filed with the SEC on October 23, 2002).
Item 9. Regulation FD Disclosure.
Susquehanna Bancshares, Inc. ("Susquehanna") is pursuing a $75
million private placement of subordinated notes. It is expected that most of the
proceeds from the offering would be used to repay $50.0 million of maturing
long-term senior indebtedness when due in 2003, while the remaining proceeds
would be used for general corporate purposes. The notes will be sold in a
private placement and resold by the initial purchasers under Rule 144A of the
Securities Act of 1933, as amended (the "Securities Act"), and offers will be
made only to qualified institutional buyers and to investors in transactions
exempt from registration under Regulation S under the Securities Act. In
connection with the offer of the subordinated notes, Susquehanna anticipates
disclosing to prospective purchasers of the subordinated notes certain
information. Susquehanna has elected to provide certain of this information in
this Current Report on Form 8-K as Exhibit 99.1 for informational purposes. None
of the information contained in this Form 8-K or the exhibits hereto should be
deemed to be filed under the Securities Exchange Act of 1934, as amended, or
incorporated by reference into any other filings Susquehanna has made or may
make pursuant to the Securities Act or into any other documents unless such
portion of this Current Report on Form 8-K is expressly and specifically
identified in such filing as being incorporated by reference therein.
No assurance can be made that the private placement of subordinated
notes will be completed. Susquehanna presently expects to complete the private
placement of subordinated notes at the beginning of November 2002.
The subordinated notes have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements. This Current Report
on Form 8-K does not constitute an offer to sell or the solicitation of an offer
to buy any security and shall not constitute an offer, solicitation or sale of
any securities in any jurisdiction in which such offer or sale would be
unlawful.
This Current Report on Form 8-K and the documents incorporated by
reference herein contain express and implied statements relating to the future
financial condition, results of operations, plans, objectives, performance and
business of Susquehanna, which are considered forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
include statements that relate to, among other things, profitability, liquidity,
loan loss reserve adequacy, plans for growth, interest rate sensitivity, market
risk, regulatory compliance and financial and other goals. These forward-looking
statements are subject to risks, uncertainties and assumptions, including, among
other things:
. adverse changes in our loan and lease portfolios and the
resulting credit risk-related losses and expenses;
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. interest rate fluctuations and other economic conditions;
. continued levels of our loan quality and origination volume;
. the adequacy of loss reserves;
. our ability to attract core deposits;
. continued relationships with major customers;
. adverse changes in the economy that could increase
credit-related losses and expenses;
. compliance with laws and regulatory requirements of federal
and state agencies;
. changes in competition and pricing environments;
. the inability to hedge certain risks economically;
. acquisitions or restructuring;
. technological changes;
. changes in consumer spending and saving habits;
. our success in managing the risks involved in the foregoing;
and
. other risks and uncertainties detailed from time to time in
our filings with the SEC.
Although the expectations in the forward-looking statements are based
on our current beliefs and expectations, Susquehanna does not assume
responsibility for the accuracy and completeness of such statements. Further,
Susquehanna is under no duty to update any of the forward-looking statements
after the date of this Current Report to conform such statements to actual
results.
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SIGNATURE
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.
(Registrant)
By: /s/ Drew K. Hostetter
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Drew K. Hostetter
Executive Vice President & CFO
Dated: October 25, 2002
Exhibit Index
Exhibit
99.1 Certain information that will be disclosed by Susquehanna in a
proposed private placement of subordinated debt securities.
99.2 Press release, dated October 22, 2002 (incorporated herein by reference
to the Registrant's Current Report on Form 8-K as filed with the SEC on
October 23, 2002).