-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GsyMSpzRKTLifynhj8du/oxzJy3QrHjhKIXqOq9F3JbwlU5Ol/FEbVKJQReXD22m GCsBDVCUMyWe7m873k4Szw== 0000950165-98-000002.txt : 19980119 0000950165-98-000002.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950165-98-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980109 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980116 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID PENN BANCORP INC CENTRAL INDEX KEY: 0000879635 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251666413 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13677 FILM NUMBER: 98508586 BUSINESS ADDRESS: STREET 1: 349 UNION ST CITY: MILLERSBURG STATE: PA ZIP: 17061 BUSINESS PHONE: 7176922133 MAIL ADDRESS: STREET 1: 349 UNION STREET STREET 2: 349 UNION STREET CITY: MILLERSBURG STATE: PA ZIP: 17061 8-K 1 MID PENN FORM 8-K 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 - January 9, 1998 MID PENN BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 0-20141 25-1666413 - ----------------- ---------------------- ---------------- State or other (Commission File Number) (IRS Employer jurisdiction Identification of incorporation) Number) 349 Union Street Millersburg, Pennsylvania 17061 -------------------------- ---------- (Address of principal (Zip Code) executive offices) Registrant's telephone number including area code:(717) 692-2133 ------------- N/A - ----------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 6 Sequentially Numbered Pages Index to Exhibits Found on Page 4 Item 1. Changes in Control of Registrant. --------------------------------- Not Applicable. Item 2. Acquisition or Disposition of Assets. ------------------------------------- Not Applicable. Item 3. Bankruptcy or Receivership. --------------------------- Not Applicable. Item 4. Changes in Registrant's Certifying Accountant. ---------------------------------------------- Not Applicable. Item 5. Other Events. ------------- On January 9, 1998, the Registrant issued a press release announcing execution of a definitive agreement relating to the Registrant's acquisition of Miners Bank of Lykens, which press release is attached as Exhibit 99 hereto and incorporated herein by reference. 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 January 9, 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) Dated: January 16, 1998 /s/ Alan W. Dakey --------------------------------- Alan W. Dakey, Vice President and Chief Operating Officer EXHIBIT INDEX Page Number in Manually Exhibit Signed Original - ------- --------------- 99 Press Release, of Registrant, dated 6 January 9, 1998, re: Registrant's Acquisition of Miners Bank of Lykens. EX-99 2 PRESS RELEASE EXHIBIT 99 PRESS RELEASE PRESS RELEASE MID PENN BANCORP, INC. AND MINERS BANK OF LYKENS ANNOUNCE MERGER ------------------------------------- Contact Person: Eugene F. Shaffer, Chairman, President and Chief Executive Officer DATE: January 9, 1997 The Board of Directors of Mid Penn Bancorp, Inc. and Miners Bank of Lykens announced today that they have reached a definitive agreement whereby Mid Penn Bancorp, Inc. will acquire Miners. The agreement, signed January 9, 1998, provides for the merger of Miners with and into Mid Penn Bank, the wholly-owned subsidiary of Mid Penn Bancorp, Inc. Under the terms of the Agreement, shareholders of Miners will receive ten (10) shares of Mid Penn Bancorp Common Stock, par value $1 per share, for each share of Miners common stock, par value $5 per share, previously owned. The aggregate deal value is approximately $4,595,750. The most recent sale of Mid Penn Bancorp, Inc. [MBP] stock traded on the American Stock Exchange at $31 per share. The combined assets of the institution will be approximately $257 million after the merger. In announcing the deal, Eugene F. Shaffer, Chairman, President and Chief Executive Officer of Mid Penn Bancorp said, "The acquisition of Miners is an excellent opportunity. We believe that this transaction will result in substantial benefit to our shareholders, the community and the customers served by both institutions." Mid Penn Bank, with corporate headquarters in Millersburg, Dauphin County, Pennsylvania, has 9 offices in Dauphin, Northumberland, Schuylkill, and Cumberland Counties, with total assets of approximately $229 million as of December 31, 1997. Franklin W. Ruth, Jr., President and Chief Executive Officer of Miners stated that, "We are pleased to affiliate with Mid Penn, a company with a long-standing tradition of service to its customers and the community and sound financial performance. We believe that this transaction will provide value to our shareholders while significantly enhancing the banking services and products available to our customers and the community we serve." Miners Bank of Lykens, headquartered in Lykens, Dauphin County, Pennsylvania, has total assets of approximately $28 million as of December 31, 1997. The present Miners Bank at 550 Main Street, Lykens, will operate as a branch office of Mid Penn Bank. All employees of Miners will be employed by Mid Penn Bank. Subject to the receipt of all required regulatory and Miners Bank shareholder approvals, the parties anticipate consummating the transaction by late Spring of 1998. -----END PRIVACY-ENHANCED MESSAGE-----