-----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, TergFlLFqmCZjjiCORXaP4ycirK/iSz73SyFcuEA0MY9bq5UGt/jWeXJMPm9HiVz r5BUaitk8XFb++Bn+vHO1w== 0000950165-98-000057.txt : 19980714 0000950165-98-000057.hdr.sgml : 19980714 ACCESSION NUMBER: 0000950165-98-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980710 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980713 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: 98664979 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 FORM 8-K RE: ACQUISITION 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. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania ---------------------- (State or other jurisdiction of incorporation) 0-20141 ---------------------- (Commission File Number) 25-1666413 ---------------------- (IRS Employer Identification Number) 349 Union Street Millersburg, Pennsylvania ------------------------------------ (Address of principal executive offices) 17061 ------------------------------------ (Zip Code) 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 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 EX-99 2 PRESS RELEASE RE: ACQUISITION FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT: Alan W. Dakey at (717) 692-2133 MID PENN BANCORP, INC. COMPLETES ACQUISITION OF MINERS BANK OF LYKENS MILLERSBURG, PA. . . . MID PENN BANCORP, INC., (AMEX MBP) headquartered in Millersburg, Pennsylvania, and parent company of Mid Penn Bank, a Pennsylvania chartered bank (the "Bank"), today announced the completion of the acquisition of Miners Bank of Lykens ("Miners"), headquartered in Lykens, Pennsylvania. The transaction was effected pursuant to the terms of an Agreement and Plan of Reorganization, dated January 9, 1998, by and among Mid Penn Bancorp, Inc., the Bank and Miners (the "Agreement"). The transaction was structured to be a tax free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended, and will be treated as a pooling of interests for financial reporting purposes. Simultaneously with the acquisition of Miners, Miners was merged with, into and under the charter of the Bank. The addition of Miners's approximately $28 million in assets, increases on a pro forma basis, Mid Penn's total assets, deposits and equity to approximately $262 million, $215 million, and $25 million, respectively. With the addition of Miners's office in Lykens, Pennsylvania, the Bank now has ten (10) banking offices in Dauphin, Northumberland, Schuylkill and Cumberland Counties, Pennsylvania. At that time, each shareholder of Miners received 10 shares of common stock of Mid Penn in exchange for each share of common stock owned of Miners. In accordance with the Agreement, Mid Penn issued 148,250 shares of Mid Penn Common Stock in exchange for all of the outstanding stock of Miners. The merger was overwhelmingly approved during a Special Meeting of the Shareholders of Miners held June 11, 1998. Eugene F. Shaffer, Chairman, President and Chief Executive Officer of Mid Penn, said, "We are delighted to have Miners Bank of Lykens join our banking family. We are confident that their affiliation with the Bank will serve the consumers and business of the greater Lykens area well." "We are looking forward to our new relationship with Mid Penn Bancorp, Inc. and the opportunity to emerge as a leading financial institution in our area. With Mid Penn's knowledge of the Lykens area and the Bank's diverse product line, we are excited about expanding our services to the community," Franklin W. Ruth, Jr., President and Chief Executive Officer. -----END PRIVACY-ENHANCED MESSAGE-----