8-K

UNITED STATES

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): December 28, 2012

MID PENN BANCORP, INC.

___________________________

(Exact name of registrant as specified in its charter)

Pennsylvania	1-13677	25-1666413
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

349 Union Street, Millersburg, Pennsylvania	17061
(Address of principal executive offices)	(Zip Code)

(717) 692.2133

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CURRENT REPORT ON FORM 8-K

Item 1.01 Entry into a Material Definitive Agreement

On December 19, 2008, Mid Penn Bancorp, Inc. ( “Mid Penn”) entered into and closed a Letter Agreement (including the Securities Purchase Agreement – Standard Terms) (the “Purchase Agreement”) with the United States Department of the Treasury (the “Treasury”) pursuant to which the Treasury invested $10,000,000 in Mid Penn under the Treasury’s Capital Purchase Program (the “CPP”). Under the Purchase Agreement, the Treasury received (1) 10,000 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock, $1,000 liquidation preference (“Series A Preferred Stock”), and (2) a warrant to purchase up to 73,099 shares of the Mid Penn common stock at an exercise price of $20.52 per share (the “Warrant”).

On December 28, 2012, Mid Penn entered into a Letter Agreement (the “Letter Agreement”) with the Treasury pursuant to which Mid Penn repurchased from the Treasury all 10,000 shares of the Series A Preferred Stock issued to the Treasury which constitutes all of the issued and outstanding shares of Series A Preferred Stock. Mid Penn repurchased the Series A Preferred Stock for a purchase price equal to the aggregate liquidation amount of the Preferred Stock of $10,000,000, plus accrued but unpaid dividends of $59,722.22.

Under the terms of the Letter Agreement, Mid Penn may, within 15 calendar days of the date of the Letter Agreement, deliver to the Treasury notice of Mid Penn’s intent to repurchase the Warrant. The Letter Agreement also provides that if Mid Penn does not deliver notice to the Treasury of its intent to repurchase the Warrant within that time period, or if Mid Penn delivers such notice but Mid Penn and the Treasury thereafter fail to agree upon the fair market value of the Warrant, then in either case, the Letter Agreement shall serve as the Treasury’s notice of its intention to sell the Warrant.

The Letter Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

On September 26, 2012, Mid Penn commenced the sale of up to 5,000 shares of 7% Non-Cumulative, Non-Voting, Non-Convertible Perpetual Preferred Stock, Series B, par value $1.00 per share (“Series B Preferred Stock”), at $1,000 per share for a maximum aggregate offering price of $5,000,000 (the “Offering”). There is no minimum offering amount but, unless waived by the Company in its sole discretion, there is a minimum purchase requirement of 50 shares for $50,000. Funds accompanying subscription agreements for the purchase of the shares were placed in an escrow account at Mid Penn Bank until the conditions for release of subscribers’ funds from the escrow account to Mid Penn had been met in accordance with terms and conditions of the escrow account agreement between Mid Penn and Mid Penn Bank.

On December 28, 2012, Mid Penn announced that the conditions to release the subscribers’ funds have been met, and on the same date Mid Penn sold 4,880 shares of Series B Preferred Stock for a total of $4,880,000.

On December 28, 2012, Mid Penn announced that, pursuant to the terms of the Offering, it has extended the Offering from December 31, 2012 to the earlier of (i) June 28, 2013 or (ii) until all of the shares of Series B Preferred Stock offered in the Offering have been sold.

The shares of Series B Preferred Stock are being offered pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of SEC Regulation D to Accredited Investors and up to 35 non-Accredited Investors who (either alone or with their purchaser representative) have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the offering. The shares of Series B Preferred Stock sold in the Offering will be restricted securities for purposes of the United States securities laws and cannot be transferred except under these laws.

The Certificate of Designations of the Series B Preferred Stock is attached hereto as Exhibit 3.1.

Item 7.01 Regulation FD Disclosure

On December 28, 2012, Mid Penn issued a press release regarding its repurchase and redemption of the Series A Preferred Stock, a copy of which is being furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits

3.1	Certificate of Designations for Series B Preferred Stock (Incorporated by reference to Mid Penn Bancorp, Inc.’s Current Report on Form 8-K dated September 26, 2012 and filed on September 28, 2012.)
10.1	Letter Agreement dated December 28, 2012 between Mid Penn Bancorp, Inc. and the United States Department of the Treasury
99.1	Press release dated December 28, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	MID PENN BANCORP, INC.
	(Registrant)
Dated: December 28, 2012	/s/ Kevin W. Laudenslager
	Kevin W. Laudenslager
	Vice President and Treasurer

Exhibit Index

3.1	Certificate of Designations for Series B Preferred Stock (Incorporated by reference to Mid Penn Bancorp, Inc.’s Current Report on Form 8-K dated September 26, 2012 and filed on September 28, 2012.)
10.1	Letter Agreement dated December 28, 2012 between Mid Penn Bancorp, Inc. and the United States Department of the Treasury
99.1	Press release dated December 28, 2012

EX-10.1

Exhibit 10.1

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

December 28, 2012

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.  Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:

(a)           The Company hereby acknowledges receipt from the Investor of the share certificate set forth on Schedule A hereto representing the Preferred Shares; and

(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof.

The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of the Warrant with respect to, and/or exercise the Warrant for, all or a portion of the number of shares of Common Stock issuable thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase Agreement shall be deemed to be amended in order to permit the foregoing.  The Company shall take all steps as may be reasonably requested by the Investor to facilitate any such Transfer.

In addition, the Company agrees that in the event it elects to repurchase the Warrant, it shall deliver to the Investor within 15 calendar days of the date hereof a notice of intent to repurchase the Warrant, which notice shall be in accordance with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase Notice”).  In the event the Company does not deliver the Warrant Repurchase Notice to the Investor within 15 calendar days of the date hereof, the Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its intention to sell the Warrant, such notice to be effective as of the first day following the end of such 15-day period.

In the event that the Company delivers a Warrant Repurchase Notice and the Company and the Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures (including the Appraisal Procedure), and in accordance with the time periods, set forth in Section 4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant Repurchase Notice, then the Investor hereby provides notice of its intention to sell the Warrant.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

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In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Timothy G. Massad
	Name:	Timothy G. Massad
	Title:	Assistant Secretary for Financial Stability
MID PENN BANCORP, INC.
By:	/s/ Kevin W. Laudenslager
	Name:	Kevin W. Laudenslager
	Title:	Vice President and Treasurer

SCHEDULE A

General Information:
Date of Letter Agreement incorporating the Securities Purchase Agreement:	December 19, 2008
Name of the Company:	Mid Penn Bancorp, Inc.
Corporate or other organizational form of the Company:	Corporation
Jurisdiction of organization of the Company:	Pennsylvania
Number and series of preferred stock issued to the Investor at the Closing:	10,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A
Number of Initial Warrant Shares:	73,099
Terms of the Repurchase:
Number of Preferred Shares repurchased by the Company:	10,000
Share certificate number (representing the Preferred Shares previously issued to the Investor at the Closing):	2
Per share Liquidation Amount of Preferred Shares:	$1,000.00
Accrued and unpaid dividends on Preferred Shares:	$59,722.22
Aggregate purchase price for Repurchased Preferred Shares:	$10,059,722.22
Investor wire information for payment of purchase price:	ABA Number:  021000018 Bank:   The Bank of New York Mellon Account Name:   BETA EESA Preferred Account Account Number:   GLA/111567

EX-99.1

EXHIBIT 99.1

Mid Penn Bancorp, Inc. Repurchases Its Entire $10 Million of Preferred Stock Issued Under TARP Capital Purchase Plan

MILLERSBURG, Pa., Dec. 28, 2012 (GLOBE NEWSWIRE) -- The Board of Directors of Mid Penn Bancorp, Inc. ("Mid Penn") (Nasdaq:MPB) today proudly announced that it has repurchased and redeemed all of its Series A Preferred Stock that was issued to the U.S. Treasury under the TARP Capital Purchase Program. Mid Penn repurchased the preferred stock for a price equal to the aggregate liquidation amount of $10 million, plus accrued but unpaid dividends of $59,722.22.

The redemption will eliminate approximately $500,000 in annual preferred dividends Mid Penn has paid on the preferred stock since its issuance.

"We are pleased and proud to make this announcement and we believe that our full repayment to TARP validates the strength and stability of Mid Penn," said President and CEO Rory G. Ritrievi. "The CPP program, instituted by the United States Treasury in 2008, allowed qualifying banks the opportunity to effectively stay in the lending business. Now, four years later, we feel it is in the best interests of our shareholders to thank the Federal Government by repaying that investment in full, even after paying all preferred dividends due over time. Mid Penn is in a position to do this as a result of successful years of income and capital preservation in 2010, 2011 and 2012."

In conjunction with Mid Penn's participation in TARP, in 2008 it issued to the U.S. Treasury a warrant to purchase up to 73,099 shares of common stock. Currently, Mid Penn intends to repurchase this warrant from the U.S. Treasury.

About Mid Penn Bank

Mid Penn Bank, a subsidiary of Mid Penn Bancorp, Inc. (Nasdaq:MPB), has been serving Central Pennsylvania since 1868. Headquartered in Millersburg, Pa., Mid Penn Bank has 14 retail locations in Cumberland, Dauphin, Northumberland and Schuylkill Counties. The bank offers a diverse portfolio of products and services to meet personal and business banking needs of the community. To learn more about Mid Penn Bank, visit midpennbank.com.

The Mid Penn Bancorp, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6428

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this press release may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mid Penn to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words "expect", "anticipate", "intend", "plan", "believe", "estimate", and similar expressions are intended to identify such forward-looking statements.

Mid Penn's actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

• The effects of future economic conditions on Mid Penn and its customers;
• Governmental monetary and fiscal policies, as well as legislative and regulatory changes;
• The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;
• The risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks;
• The effects of economic deterioration on current customers, specifically the effect of the economy on loan customers' ability to repay loans;
• The effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in Mid Penn's market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;
• The costs and effects of litigation and of unexpected or adverse outcomes in such litigation;
• Technological changes;
• Acquisitions and integration of acquired businesses;
• The failure of assumptions underlying the establishment of reserves for loan and lease losses and estimations of values of collateral and various financial assets and liabilities;
• Acts of war or terrorism;
• Volatilities in the securities markets; and
• Deteriorating economic conditions.

All written or oral forward-looking statements attributable to Mid Penn are expressly qualified in their entirety by these cautionary statements.

CONTACT: Rory G. Ritrievi
         (717) 692-7103
         rory.ritrievi@midpennbank.com