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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE NO. 0-16084
DECEMBER 31, 1995 -------
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CITIZENS & NORTHERN CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2451943
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(State of Incorporation) (Employer Identification Number)
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE: THOMPSON STREET
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RALSTON, PA 17763
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MAILING ADDRESS OF EXECUTIVE OFFICE: 90-92 MAIN STREET
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WELLSBORO, PA 16901
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REGISTRANT'S TELEPHONE NUMBER (INCLUDING AREA CODE): 717-265-6171
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $1.00 A SHARE
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _________
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Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
[ X ]
The number of shares outstanding of the issuer's class of common stock as of
March 1, 1996:
$1.00 Par Value 5,012,081 Shares
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The aggregate market value of the registrant's common stock held by non-
affiliates at
March 1, 1996 : $102,747,660
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Annual Report to Shareholders for the Year Ended December 31,
1995 (Annual Report) are incorporated by reference into Parts I and II
Portions of the Proxy Statement for the Annual Shareholders Meeting to be held
April 16, 1996
(Proxy Statement) are incorporated by reference into Part III
LOCATION IN FORM 10-K INCORPORATED INFORMATION
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PART II
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Item 5. Market for Registrant's Common Page 39 of the Annual Report
Stock and Related Stockholder Matters
Item 6. Selected Financial Data Pages 39 and 40 of the
Annual Report
Item 7. Management's Discussion and Analysis Page 24 through 38 of the
of the Financial Condition and Results Annual Report
of Operations
Item 8. Financial Statements and Page 5 through 22 and page
Supplementary Data 39 of the Annual Report
PART III
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Item 10. Directors and Executive Officers Page 2 through 6 of the of
of the Registrant Proxy Statement
Item 11. Executive Compensation Page 6 through 9 of the
Proxy Statement
Item 12. Security Ownership of Certain Page 2 through 6 of the
Beneficial Owners and Management Proxy Statement
Item 13. Certain Relationships and Related Page 21 of the Annual Report
Transactions Page 11 of the Proxy
Statement
Number of pages, not including Cover Page, is 10
1
PART I
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ITEM 1. BUSINESS
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The information appearing in the Annual Report under the caption
"Description of Business" on page 43 is herein incorporated by reference.
REGULATION AND SUPERVISION
THE CORPORATION
The Corporation is a one-bank holding company formed under the provisions
of Section 3 of the Federal Reserve Act. The Corporation is under the direct
supervision of the Federal Reserve Board and must comply with the reporting
requirements of the Federal Bank Holding Company Act.
A one-bank or multi-bank holding company is prohibited under Section 3
(a)(3) of the Act from acquiring either directly or indirectly 5% or more of
the voting shares of any bank or bank holding company without prior Board
approval. Additionally, Section 3 (a)(3) prevents, without prior Board
approval, an existing bank holding company from increasing its ownership in an
existing subsidiary bank unless a majority (greater than 50 percent) of the
shares are already owned (Section 3 (a)(B) ). A bank holding company which
owns more than 50 percent of a bank's shares may buy and sell those shares
freely without Board approval, provided the ownership never drops to 50 percent
or less. If the holding company owns 50 percent or less of a bank's shares,
prior Board approval is required before such additional acquisition of shares
takes place until ownership exceeds 50 percent.
Under current Pennsylvania law, which became effective March 4, 1990,
bank holding companies located in any state may acquire banks and bank holding
companies located in Pennsylvania provided that the laws of such state grant
reciprocal rights to Pennsylvania bank holding companies and that 75% of the
domestic deposits are located in a state granting reciprocity.
THE BANK
The Bank is a state chartered nonmember bank, supervised by and under the
reporting requirements of the Pennsylvania Department of Banking and the
Federal Deposit Insurance Corporation.
ITEM 2. PROPERTIES
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The Bank fully owns fifteen (15) banking offices as listed below. All
offices have been modernized to meet the demands for the Bank's services and to
give a pleasant and comfortable atmosphere in which to conduct the Bank's
business.
1. Executive Offices - 90-92 Main Street, Wellsboro, PA 16901
2. Corporate Headquarters - Thompson Street, Ralston, PA 17763
3. 428 South Main Street, Athens, PA 18810
4. 111 Main Street, Dushore, PA 18614
5. Main Street, East Smithfield, PA 18817
6. Main Street, Elkland, PA 16920
7. Route 49, Knoxville, PA 16928
8. Main Street, Laporte, PA 18626
9. Route 15, Liberty, PA 16930
10. Route 220, Monroeton, PA 18832
11. RD 2, Sayre, PA 18840
12. Route 15, Tioga, PA 16946
2
13. 428 Main Street, Towanda, PA 18848
14. Elmira and East Main Street, Troy, PA 16947
15. Route 6, Wysox, PA 18854
All offices offer a full range of banking services, except the Monroeton
office, which does not offer safe deposit boxes.
There are no encumbrances against any of the properties owned by the
Bank.
ITEM 3. LEGAL PROCEEDINGS
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None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this Report.
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
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MATTERS
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The information appearing in the Annual Report under the caption
"Quarterly Share Data" on page 39 and the "Summary of Quarterly Financial Data"
on page 41 is herein incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
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The "Five Year Summary of Operations" on page 40 of the Annual Report is
herein incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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The information appearing in the Annual Report under the caption
"Management's Discussion and Analysis of the Financial Condition and Results of
Operations" on pages 24 through 38, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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The Consolidated Financial Statements (and footnotes thereto) and the
Summary of Quarterly Financial Data presented in the Annual Report is herein
incorporated by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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Not applicable.
3
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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(a) Identification of Directors. The information appearing under the
caption "Election of Directors" on pages 2 through 4 of the Corporation's Proxy
Statement dated March 18, 1996, is herein incorporated by reference.
(b) Identification of Executive Officers. The information appearing
under the caption "Corporation's and Bank's Executive Officers" on pages 4
through 6 of the Corporation's Proxy Statement dated March 18, 1996, is herein
incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
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Information appearing under the caption "Executive Compensation" on page
8 of the Corporation's Proxy Statement dated March 18, 1996, is herein
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Information appearing under the caption "Election of Directors" on pages
2 through 4 and under the caption "Corporation's and Bank's Executive Officers"
on pages 4 through 6 of the Corporation's Proxy Statement is herein
incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS
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Information appearing in footnote 12 to the Consolidated Financial
Statements included on page 21 in the Annual Report is herein incorporated by
reference.
Information appearing under the caption "Certain Transactions" on page
11 of the Corporation's Proxy Statement is herein incorporated by reference.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) (1). The following consolidated financial statements and reports
are set forth in Item 8.
PAGE
Report of Independent Certified Public Accountants 23
Financial Statements:
Consolidated Balance Sheet - December 31, 1995 and 1994 4
Consolidated Statement of Income - Years Ended
December 31, 1995, 1994 and 1993 5
Consolidated Statement of Changes in Stockholders' Equity -
Years Ended December 31, 1995, 1994 and 1993 6
Consolidated Statement of Cash Flows - Years Ended
December 31, 1995, 1994 and 1993 7
Notes to Consolidated Financial Statements 8 - 22
4
(2). Financial statement schedules are either omitted because
inapplicable or included in the financial statements or related notes.
Individual financial statements of Bucktail Life Insurance Company, a
consolidated subsidiary have been omitted, as neither the assets nor the income
from continuing operations before taxes exceed ten percent of the consolidated
totals.
(3). Exhibits (numbered as in Item 601 of Regulation S-K)
2. Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession Not applicable
3. (i) Articles of Incorporation *
3. (ii) Bylaws of the Registrant *
4. Articles of Incorporation
of the Registrant as Currently in effect *
9. Voting Trust Agreement Not applicable
10. Material Contracts Not applicable
11. Statement re Computation
of Per Share Earnings Not applicable
12. Statements re Computation of Ratios Not applicable
13. Annual Report to Shareholders
16. Letter re Change in Certifying
Accountant Not applicable
18. Letter re Change in Accounting
Principles Not applicable
21. List of Subsidiaries 9
22. Published Report Regarding Matters
Submitted to Vote of Security Holders Not applicable
23. Consents of Experts and Counsel Not applicable
24. Power of Attorney Not applicable
27. Financial Data Schedules None
28. Information from Reports Furnished
to State Insurance Regulatory Authorities Not applicable
99. Additional Exhibits Not applicable
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31,
1995.
*omitted in the interest of brevity
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CITIZENS & NORTHERN CORPORATION
March 20, 1996 By: WILLIAM K. FRANCIS /s/.
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Date William K. Francis
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
March 20, 1996 By: JAMES W. SEIPLER /s/.
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Date James W. Seipler
Treasurer
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BOARD OF DIRECTORS
J. ROBERT BOWER /s/ . LAWRENCE F. MASE /s/ .
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J. Robert Bower Lawrence F. Mase
R. ROBERT DECAMP /s/ . ROBERT J. MURPHY /s/ .
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R. Robert DeCamp Robert J. Murphy
R. JAMES DUNHAM /s/ . EDWARD H. OWLETT, III /s/ .
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R. James Dunham Edward H. Owlett, III
ADELBERT E. ELDRIDGE /s/ . F. DAVID PENNYPACKER /s/ .
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Adelbert E. Eldridge F. David Pennypacker
WILLIAM K. FRANCIS /s/ . LEONARD SIMPSON /s/ .
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William K. Francis Leonard Simpson
LAURENCE R. KINGSLEY /s/ . HOWARD W. SKINNER /s / .
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Laurence R. Kingsley Howard W. Skinner
EDWARD L. LEARN /s/ . DONALD E. TREAT /s/ .
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Edward L. Learn Donald E. Treat
JOHN H. MACAFEE /s/ .
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John H. Macafee
7
EXHIBIT INDEX
3. (i) Articles of Incorporation of the Registrant as currently in
effect are herein incorporated by reference to Exhibit D to
Registrant's Form S-4, Registration Statement dated
March 27, 1987.
3. (ii) Bylaws of the Registrant as currently in effect are herein
incorporated by reference to Exhibit E to Registrant's Form
S-4, Registration Statement dated March 27, 1987
4. Articles of Incorporation of the Registrant as currently in
effect are herein incorporated by reference to Exhibit D to
Registrant's Form S-4, Registration Statement dated
March 27, 1987.
10. Page 29 of Registrant's Form S-4, Registration Statement dated
March 27, 1987, is herein incorporated by reference.
13. Annual Report to Shareholders
21. List of Subsidiaries
8
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Citizens & Northern Corporation
We have audited the accompanying consolidated balance sheets of Citizens &
Northern Corporation and subsidiaries ("Corporation") as of December 31, 1995
and 1994, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the Corporation's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted accounting
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Citizens & Northern
Corporation and subsidiaries as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the financial statements, the Corporation changed its
method of accounting for securities and income taxes in 1993.
Williamsport, Pennsylvania
January 22, 1996
9