ITEM 1. BUSINESS
The information appearing in the Annual Report under the caption "Description of Business" on page 44 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 each 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.
ITEM 2. PROPERTIES
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. R.D.#2, Sayre, PA 18840 12. Route 15, Tioga, PA 16946 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.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this Report.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
The information appearing in the Annual Report under the caption "Supplementary Financial Data" on page 37 and the "Summary of Quarterly Financial Data" on page 39 is herein incorporated by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The "Five Year Summary of Operations" on page 38 of the Annual Report is herein incorporated by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 21 through 36, is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(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 20, 1995, 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 5 through 6 of the Corporation's Proxy Statement dated March 20, 1995, is herein incorporated by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information appearing under the caption "Executive Compensation" on page 8 of the Corporation's Proxy Statement dated March 20, 1995, is herein incorporated by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 5 through 6 of the Corporation's Proxy Statement is herein incorporated by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information appearing in footnote 12 to the Consolidated Financial Statements included on page 18 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
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1.) The following consolidated financial statements and reports are set forth in Item 8.
Page ----
Report of Independent Certified Public Accountants 20 Financial Statements: Consolidated Balance Sheet - December 31, 1994 and 1993 3 Consolidated Statement of Income - Years Ended December 31, 1994, 1993 and 1992 4
Page ----
Consolidated Statement of Changes in Stockholders' Equity - Years Ended December 31, 1994, 1993 and 1992 5 Consolidated Statement of Cash Flows - Years Ended December 31, 1994, 1993 and 1992 6 Notes to Consolidated Financial Statements 7 - 20
(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 8
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, 1994.
* omitted in the interest of brevity
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, 1995 By: WILLIAM K. FRANCIS /S/ - ------------------ ---------------------------------- 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, 1995 By: JAMES W. SEIPLER /S/ - ------------------ ---------------------------------- Date James W. Seipler Treasurer
BOARD OF DIRECTORS
J. ROBERT BOWER /S/ LAWRENCE F. MASE /S/ - ---------------------------- ---------------------------- J. Robert Bower Lawrence F. Mase
R. ROBERT DECAMP /S/ ROBERT J. MURPHY /S/ - ---------------------------- ---------------------------- R. Robert DeCamp Robert J. Murphy
R. JAMES DUNHAM /S/ EDWARD H. OWLETT, III /S/ - ---------------------------- ---------------------------- R. James Dunham Edward H. Owlett, III
ADELBERT E. ELDRIDGE /S/ F. DAVID PENNYPACKER /S/ - ---------------------------- ---------------------------- Adelbert E. Eldridge F. David Pennypacker
WILLIAM K. FRANCIS /S/ LEONARD SIMPSON /S/ - ---------------------------- ---------------------------- William K. Francis Leonard Simpson
LAURENCE R. KINGSLEY /S/ HOWARD W. SKINNER /S/ - ---------------------------- ---------------------------- Laurence R. Kingsley Howard W. Skinner
EDWARD L. LEARN /S/ DONALD E. TREAT /S/ - ---------------------------- ---------------------------- Edward L. Learn Donald E. Treat
JOHN H. MACAFEE /S/ - ---------------------------- John H. Macafee
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
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, 1994 and 1993, 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, 1994. 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 auditing 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, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Corporation changed its methods of accounting for securities and income taxes in 1993. Also, as described in Note 10 to the financial statements, the Corporation changed its method of accounting for postretirement health care insurance benefits and life insurance benefits in 1992.
/S/ PARENTE, RANDOLPH, ORLANDO, CAREY & ASSOCIATES
PARENTE, RANDOLPH, ORLANDO, CAREY & ASSOCIATES
Williamsport, Pennsylvania January 23, 1995