UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 --------------------- OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------------- -------------------- Commission file number 0-11783 --------------- ACNB CORPORATION - -------------------------------------------------------------------------------- (Exact name of corporation as specified in its charter) PENNSYLVANIA 23-2233457 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 675 OLD HARRISBURG ROAD, GETTYSBURG, PA 17325 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (717) 334-3161 - -------------------------------------------------------------------------------- (corporation's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the corporation (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 such shorter period that the corporation was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the corporation has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class - Common Stock ($2.50 par value) Outstanding at August 1, 2000 - 5,624,341
PART I ITEM I FINANCIAL INFORMATION ACNB CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION <TABLE> <CAPTION> 30-Jun 30-Jun 31-Dec 2000 1999 1999 -------- -------- -------- ASSETS (000 omitted) <S> <C> <C> <C> Cash and Due from Banks $ 21,094 $ 43,700 $ 33,679 Investment Securities Securities Held to Maturity 63,239 46,786 54,474 Securities Available for Sale 113,496 105,849 98,631 -------- -------- -------- Total Investment Securities 176,735 152,635 153,105 Federal Funds Sold 800 3,186 1,711 Loans 353,099 342,875 347,787 Less: Reserve for Loan Losses (3,611) (3,641) (3,543) -------- -------- -------- Net Loans 349,488 339,234 344,244 Premises and Equipment 4,494 4,585 4,524 Other Real Estate 1,069 154 171 Other Assets 9,470 8,097 8,518 -------- -------- -------- TOTAL ASSETS $563,150 $551,591 $545,952 ======== ======== ======== LIABILITIES Deposits Noninterest Bearing 64,905 59,870 61,711 Interest Bearing 392,820 406,375 390,922 -------- -------- -------- Total Deposits 457,725 466,245 452,633 Securities Sold Under Agreement To Repurchase 23,405 19,896 29,377 Borrowing Federal Home Loan Bank 18,100 0 0 Demand Notes U.S. Treasury 450 450 450 Other Liabilities 4,044 4,577 3,629 -------- -------- -------- TOTAL LIABILITIES 503,724 491,168 486,089 SHAREHOLDERS' EQUITY Common Stock ($2.50 par value) 20,000,000 shares authorized: 5,624,341 shares issued and outstanding at 6/30/00 14,061 14,459 14,372 Surplus 32 2,621 1,963 Retained Earnings 47,453 44,341 45,761 Net unrealized gains (losses) on securities available for sale (2,120) (998) (2,233) -------- -------- -------- TOTAL SHAREHOLDERS' EQUITY 59,426 60,423 59,863 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $563,150 $551,591 $545,952 ======== ======== ======== </TABLE> See accompanying notes to financial statements. Page 2
ACNB CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME <TABLE> <CAPTION> Three Months Ended Six Months Ended 6/30 6/30 ----------------------- ---------------------- 2000 1999 2000 1999 ------ ------ ------- ------- (000 omitted) (000 omitted) INTEREST INCOME <S> <C> <C> <C> <C> Loan Interest and Fees $7,038 $6,682 $13,865 $13,505 Interest and Dividends on Investment Securities 2,653 2,489 5,281 4,990 Interest on Federal Funds Sold 23 32 38 72 Interest on Balances with Depository Institutions 145 283 256 370 ------ ------ ------ ------ TOTAL INTEREST INCOME 9,859 9,486 19,440 18,937 INTEREST EXPENSE Deposits 3,702 3,829 7,323 7,647 Other Borrowed Funds 329 181 646 385 ------ ------ ------ ------ TOTAL INTEREST EXPENSE 4,031 4,010 7,969 8,032 NET INTEREST INCOME 5,828 5,476 11,471 10,905 Provision for Loan Losses 60 90 120 180 ------ ------ ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,768 5,386 11,351 10,725 OTHER INCOME Trust Department 181 141 302 294 Service Charges on Deposit Accounts 233 246 452 479 Other Operating Income 252 509 530 753 Securities Gains 0 0 24 0 ------ ------ ------ ------ TOTAL OTHER INCOME 666 896 1,308 1,526 OTHER EXPENSES Salaries and Employee Benefits 1,947 1,985 3,789 3,833 Premises and Fixed Assets 450 521 953 1,044 Other Expenses 933 1,042 1,885 1,833 ------ ------ ------ ------ TOTAL OTHER EXPENSE 3,330 3,548 6,627 6,710 INCOME BEFORE INCOME TAX 3,104 2,734 6,032 5,541 Applicable Income Tax 1,009 825 1,954 1,728 ------ ------ ------ ------ NET INCOME $2,095 $1,909 $4,078 $3,813 ====== ====== ====== ====== EARNINGS PER SHARE* $0.37 $0.33 $0.72 $0.66 DIVIDENDS PER SHARE* 0.20 0.20 0.40 0.40 </TABLE> *Based on 5,690,172 shares outstanding in 2000 and 5,794,050 in 1999 See accompanying notes to financial statements. Page 3
ACNB CORPORATION AND SUBSIDIARIES STATEMENT OF CASH FLOWS <TABLE> <CAPTION> Six months ended 6/30 --------------------------- 2000 1999 -------- --------- (000 omitted) <S> <C> <C> INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Interest and Dividends Received $ 18,941 $ 17,741 Fees and Commissions Received 1,645 1,733 Interest Paid (7,722) (8,300) Cash Paid to Suppliers and Employees (7,123) (6,292) Income Taxes Paid (1,936) (2,115) Net Cash Provided by Operating Activities 3,805 2,767 Cash Flows from Investing Activities: Proceeds from Maturities of Investment Securities and Interest Bearing Balances with Other Banks 6,867 11,030 Purchase of Investment Securities and Interest Bearing Balances with Other Banks (30,384) (3,900) Principal Collected on Loans 32,665 30,540 Loans Made to Customers (38,928) (21,084) Capital Expenditures (240) (55) Net Cash (Used) Provided in Investing Activities (30,020) 16,531 Cash Flow from Financing Activities: Net Increase in Demand Deposits, NOW Accounts, and Savings Accounts 5,585 9,033 Proceeds from Sale of Certificates of Deposit 12,164 21,051 Payments for Maturing Certificates of Deposit (18,629) (23,561) Dividends Paid (2,290) (2,320) Increase (Decrease) in Borrowings 18,100 350 Retirement of Common Stock (2,211) (486) Net Cash Provided by Financing Activities 12,719 4,067 Net Increase (Decrease) in Cash and Cash Equivalents (13,496) 23,365 Cash and Cash Equivalents: Beginning of Period 35,390 23,521 End of Period $ 21,894 $ 46,886 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net Income $ 4,078 $ 3,813 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 270 347 Provision for Possible Credit Losses 120 180 Provision for Deferred Taxes 0 (211) (Amortization) Accretion of Investment Securities Premiums 48 (90) Increase (Decrease) in Taxes Payable (37) (176) (Increase) Decrease in Interest Receivable (476) 337 Increase (Decrease) in Interest Payable 247 (268) Increase (Decrease) in Accrued Expenses (420) 1,060 (Increase) Decrease in Other Assets (291) (989) Increase (Decrease) in Other Liabilities 266 (1,236) Net Cash Provided by Operating Activities $ 3,805 $ 2,767 </TABLE> DISCLOSURE OF ACCOUNTING POLICY For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods. Page 4
ACNB CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly ACNB Corporation's financial position as of June 30, 2000 and 1999 and December 31, 1999 and the results of its operations for the six months ended June 30, 2000 and 1999 and changes in financial position for the six months then ended. All such adjustments are of a normal recurring nature. The accounting policies followed by the company are set forth in Note A to the company's financial statements in the 1999 ACNB Corporation Annual Report and Form 10-K filed with the Securities and Exchange Commission under file no. 0-11783. 2. The book and approximate market value of securities owned at June 30, 2000 and December 31, 1999 were as follows: <TABLE> <CAPTION> 6/30/00 12/31/99 Amortized Fair Amortized Fair Cost Value Cost Value --------- -------- --------- -------- (000 omitted) <S> <C> <C> <C> <C> U.S. Treasury and U.S. Government Agencies (held to maturity) $ 51,282 $ 50,257 $ 42,249 $ 41,477 State and Municipal (held to maturity) 3,845 3,785 4,321 4,266 Corporate (held to maturity) 8,112 8,063 7,904 7,860 U.S. Government Agencies (available for sale) 113,181 109,970 98,558 95,175 Restricted Equity Securities 3,526 3,526 3,456 3,456 -------- -------- -------- -------- TOTAL $179,946 $175,601 $156,488 $152,234 </TABLE> Income earned on investment securities was as follows: Six Months Ended June 30 ------------------------ 2000 1999 ------ ------ (000 omitted) U.S. Treasury $ 509 $ 599 U.S. Government Agencies 4,303 3,892 State and Municipal 93 169 Other Investments 376 330 ------ ------ $5,281 $4,990 Page 5
3. Gross loans are summarized as follows: June 30 December 31 ----------------------------- (000 omitted) 2000 1999 -------- -------- Real Estate $309,235 $308,241 Real Estate Construction 13,956 13,188 Commercial and Industrial 17,091 12,697 Consumer 12,817 13,661 -------- -------- Total Loans $353,099 $347,787 4. Earnings per share are based on the weighted average number of shares outstanding during each period. Weighted average shares outstanding for the six month periods ended June 30, 2000 and 1999 were 5,690,172 and 5,794,050, respectively. 5. Dividends per share were $.40 and $.40 for the six month periods ended June 30, 2000 and 1999, respectively. This represented a 56% payout of net income in 2000 and a 61% payout in 1999. 6. The results of operations for the six month periods ended June 30, 2000 and 1999 are not necessarily indicative of the results to be expected for the full year. 7. All financial results have been restated to reflect the acquisition of Farmers National Bancorp, Inc. by ACNB Corporation effective March 1, 1999. Page 6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The Registrant's discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements for the Registrant, and its wholly-owned subsidiaries, Adams County National Bank and Farmers National Bancorp, Inc., follow. The Registrant's consolidated financial condition and results of operations consist almost entirely of the banks' financial condition and results of operations. This discussion should be read in conjunction with the corporation's 1999 Annual Report to Shareholders. Current performance does not guarantee, assure, and is not necessarily indicative of similar performance in the future. In addition to historical information, this Form 10-Q may contain forward-looking statements. From time to time, the corporation may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the corporation notes that a variety of factors could cause the corporation's actual results and experience to differ materially from the anticipated results or other expectations expressed in the corporation's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the corporation's business include the following: general economic conditions, including their impact on capital expenditures; business conditions in the banking industry; the regulatory environment; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with community, regional and national financial institutions; new service and product offerings by competitors and price pressures; and similar items. Three months ended June 30, 2000 compared to three months ended June 30, 1999 Net Income for the three month period ending June 30, 2000 was $2,095,000, up $186,000 from the second quarter of 1999. The increase in net income was due primarily to an increase in total interest income and a decrease in provision for loan losses. Net income per share, for the second quarter, was $.37, compared to the $.33 earned in the same period in 1999. An explanation of the factors and trends that caused changes between the two periods, by major earnings category, follows. Total interest income for the second three month period of 2000 was $9,859,000, $373,000 or 4% above the $9,486,000 earned in the same period of 1999. The $373,000 increase in interest income was due to a general rise in market interest rates and growth in total loans. The average yield on earning assets has increased 23 basis points over the same quarter in 1999. In an effort to manage interest rate risk, the bank continues to invest in mortgage-backed securities classified as available-for-sale and now holds a total volume of over $94 million. Total interest expense for the second three month period of 2000 was $4,031,000, $21,000 or 1% above the $4,010,000 incurred for the same period in 1999. The $21,000 increase in interest expense was due primarily to the upward pressure on interest rates mentioned above. Page 7
Net interest income for the second three month period of 2000 was $5,828,000, compared to the $5,476,000 earned in the same period of 1999. The bank is being cautious on raising deposit interest rates, and loan growth and higher loan rates have improved margins. Total non-interest income for the second three month period of 2000 was $666,000, $230,000 or 26% less than the same quarter in 1999. This was primarily due to the settlement of an insurance policy on a key employee who died prematurely in 1999 and the inability to replace that income. Total non-interest expense for the second three month period of 2000 was $3,330,000, $218,000 or 6% less than the $3,548,000 incurred for the second quarter of 1999. Most of the difference was due to the expense associated with the key man employee insurance and the final settlement of a minor lawsuit against the bank in 1999. The provision for income taxes in the second quarter increased $184,000 due to higher pretax income. Six months ended June 30,2000 compared to six months ended June 30,1999 Net income for the first six months of 2000 was $4,078,000, up $265,000 or 7% above the $3,813,000 earned for the same period of 1999. The increase in net income was due primarily to improved net interest income and lower loan loss provision as explained below. For the six month period (annualized) of 2000, the return on average assets (ROA) and return on average equity (ROE) were 1.50% and 13.74%, respectively, compared to 1.40% and 12.40%, respectively, for 1999. At June 30, 2000, total assets were approximately $563 million, reflecting a $12 million or 2% increase above June 30, 1999. As explained more fully under Capital Management section, book value per share was $10.57 on June 30, 2000, compared to $10.45 on June 30,1999. The corporation's capital remained sound as evidenced by Total Shareholders Capital Ratio of 10.55% and a Total Risk-Based Capital Ratio of 20.4% on June 30, 2000. Total interest income for the current six month period was $19,440,000 up $503,000 or 3% from the $18,937,000 earned in the same period of 1999. The $503,000 increase in total interest income was due to rising interest rates in the general market economy translating to higher rates on new loans and securities. Total interest expense for the current six month period was $7,969,000, down $63,000 or 1% below the $8,032,000 incurred for the same period in 1999. The $63,000 decrease in total interest expense was due to a lack of growth in interest bearing liabilities. There has been growth in borrowings, but only during the last half of June. Net interest income was $11,471,000 for the current period, $566,000 above the first six months in 1999. Margins are improving and boosting total interest income. The bank has not been aggressive in bidding for deposits, which held down interest expense, but has also limited deposit growth. Total non-interest income for the current six month period was $1,308,000, $218,000 or 14% below the same period in 1999. The shortfall was centered in service charges on deposit accounts and the insurance policy mentioned earlier. Page 8
Total non-interest expense for the current six month period was $6,627,000, $83,000 below the $6,710,000 incurred for the same period in 1999. The decrease was located in the previously mentioned insurance policy and lower expense for premises due to the closing of a supermarket branch. The provision for income taxes was $1,954,000 for the current period, $226,000 above the same period in 1999 due to greater pretax income. INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS Six Months Ended -------------------- 6/30/00 6/30/99 ------- ------- Rate Rate Earning Assets 7.46% 7.23% Interest Bearing Liabilities 3.80% 3.83% Interest Rate Spread 3.66% 3.40% Net Yield on Earning Assets 4.40% 4.17% Net Yield on Earning Assets is the difference, stated in percentages, between the interest earned on loans and other investments and the interest paid on deposits and other sources of funds. The Net Yield on Earning Assets is one of the best analytical tools available to demonstrate the effect of interest rate changes on the corporation's earning capacity. The Net Yield on Earning Assets, for the first six months of 2000, was up 23 basis points compared to the same period in 1999. This is a result of higher market yields and growth on loans and securities. In addition, the corporation has not raised rates on deposits at the same speed. PROVISION AND RESERVE FOR POSSIBLE LOAN LOSSES Reserve for Possible Loan Losses (In Thousands) Six Months Ended ------------------------ 6/30/00 6/30/99 ------- ------- Balance at Beginning of Period 3,543 3,594 Provision Charged to Expense 120 180 Loans Charged Off 82 159 Recoveries 30 26 Balance at End of Period 3,611 3,641 Ratios: Net Charge-offs to: Net Income 1.28% 3.49% Total Loans .01% .04% Reserve for Possible Loan Losses 1.44% 3.65% Reserve for Possible Loan Losses to: Total Loans 1.02% 1.06% Page 9
The Reserve for Possible Loan Losses at June 30, 2000 was $3,611,000 (1.02% of Total Loans), a decrease of $30,000 from $3,641,000 (1.06% of Total Loans) at the end of the first six months of 1999. Loans past due 90 days and still accruing amounted to $924,000 and non-accrual loans totaled $564,000 as of June 30, 2000. The ratio of non-performing assets plus other real estate owned to total assets was .45% at June 30, 2000. All properties are carried at the lower of market or book value and are not considered to represent significant threat of loss to the bank. Other Real Estate Owned increased $898,000 since year-end due to foreclosure on a housing development that was acquired in the second quarter of 2000. Loans past due 90 days and still accruing were $1,920,000 at year end 1999 while non-accruals stood at $1,615,000. The bulk of the corporation's real estate loans are in owner occupied dwellings. Management believes that internal loan review procedures will be effective in recognizing and correcting any real estate lending problems that may occur due to current economic conditions. Interest not accrued, due to an average of $1,209,000 in non-accrual loans, was approximately $57,000 for the first six months of 2000. The bank considers a loan impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due. We measure impaired loans based on the present value of expected future cash flows, discounted at the loan's effective interest rate, or as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than its recorded investment a creditor must recognize an impairment by creating, or adjusting, a valuation allowance with a corresponding charge to loan loss expense. The corporation uses the cash basis method to recognize interest income on loans that are impaired. All of the corporation's impaired loans were on a non-accrual status for all reported periods. CAPITAL MANAGEMENT Total Shareholders' Equity was to $59,426,000 at June 30, 2000 compared to $60,423,000 at June 30, 1999, a decrease of $997,000. The ratio of Total Shareholders' Equity to Total Assets was 10.95% at June 30, 1999, 10.96% at December 31, 1999, and 10.55% at June 30, 2000. The total risk-based capital ratio was 20.43% at June 30, 2000. The leverage ratio was 10.94% at June 30, 2000, and 10.77% during the same period in 1999. Capital at the corporation remains strong even with a 56% dividend payout ratio. Part of this decrease in equity and the subsequent effect on capital ratios was caused by the repurchase and retirement of 124,000 shares since year-end 1999. LIQUIDITY AND INTEREST RATE SENSITIVITY Management believes that the corporation's liquidity is adequate. Liquid assets (cash and due from banks, federal funds sold, money market instruments, available for sale securities and held to maturity investment securities maturing within one year) were 26% of total assets at June 30, 2000. This mix of assets would be readily available for funding any cash requirements. In addition, the bank has an approved line of credit of $206,783,000 at the Federal Home Loan Bank of Pittsburgh with $18,100,000 outstanding at June 30, 2000. As of June 30, 2000, the cumulative asset sensitive gap was 5.3% of total assets at one month, 2.4% at six months, and 7.9% at one year. Adjustable rate mortgages, which have an annual interest rate cap of 2%, are considered rate sensitive. Passbook savings and NOW accounts are carried in the one to five year category while half of money market deposit accounts are spread over the four to twelve month category and the other half are shown to mature in the one to three year category. Page 10
There are no known trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, liquidity increasing or decreasing in any material way. Aside from those matters described above, management does not currently believe that there are any known trends or uncertainties which would have a material impact on future operating results, liquidity or capital resources nor is it aware of any current recommendations by the regulatory authorities which if they were to be implemented would have such an effect, although the general cost of compliance with numerous and multiple federal and state laws and regulation does have and in the future may have a negative impact on the corporation's results of operations. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Management monitors and evaluates changes in market conditions on a regular basis. Based upon the most recent review management has determined that there have been no material changes in market risks since year end. For further discussion of year end information, refer to the annual report. PART II. OTHER INFORMATION Item 1. Legal Proceedings - Nothing to report. Item 2. Changes in Securities and Use of Proceeds - Nothing to report. Item 3. Defaults Upon Senior Securities - Nothing to report. Item 4. Submission of Matters to a Vote of Security Holders (a) An annual meeting of shareholders was held at 1:00 p.m. on May 2, 2000 at the main office of Adams County National Bank, 675 Old Harrisburg Road, Gettysburg, PA 17325. (b) (c) Five matters were voted upon, as follows: Proposal to fix the number of Directors of ACNB Corporation at eleven (11): Votes Cast Votes Cast Votes "FOR" "AGAINST" ABSTAINED ---------- --------- --------- 2,964,465 31,772 26,971 Proposal to fix the number of Class 1 Directors at five (5): Votes Cast Votes Cast Votes "FOR" "AGAINST" ABSTAINED ---------- --------- --------- 2,977,159 27,262 18,787 Page 11
Proposal to fix the number of Class 2 Directors at three (3): Votes Cast Votes Cast Votes "FOR" "AGAINST" "ABSTAINED" ---------- --------- ----------- 2,972,987 31,374 18,847 Proposal to fix the number of Class 3 Directors at three (3): Votes Cast Votes Cast Votes "FOR" "AGAINST" "ABSTAINED ---------- --------- ---------- 2,974,327 30,034 18,847 Election of three (3) Class 2 Directors to serve for a three-year term: Votes Cast Votes Director Term Expires "FOR" "WITHHELD" - -------- ------------ ---------- ---------- Wayne E. Lau 2003 2,977,727 45,481 Jennifer L. Weaver 2003 2,901,015 122,193 Harry L. Wheeler 2003 2,971,548 51,660 Directors whose term continued after meeting: (Class 1 Directors) (Class 3 Directors) - ------------------------ ------------------------ Philip P. Asper (2001) Guy F. Donaldson (2002) D. Richard Guise (2001) William B. Lower (2002) Ronald L. Hankey (2001) Ralph S. Sandoe (2002) Edgar S. Heberlig (2001) Marian B. Schultz (2001) Item 5. Other Information - Nothing to report. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following Exhibits are included in this Report: Exhibit 3(i) Articles of Incorporation of Registrant (Incorporated by Reference to Exhibit 3 ( i ) in Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). Exhibit 3(ii) Bylaws of Registrant (Incorporated by Reference to Exhibit 3(ii) in Registrant's Report of Form 8-K, filed with the Commission on March 25, 1998). Exhibit 10.1 Executive Employment Agreement Dated as of January 1, 1998 between Adams County National Bank, ACNB Corporation and Ronald L. Hankey (Incorporated By Reference to Exhibit 99 of the Registrant's Current Report on Form 8-K, Filed with the Commission on March 25, 1998). Exhibit 11 Statement Regarding Computation of Earnings Per Share. Exhibit 27 Financial Data Schedule. (b) Report on Form 8-K. The Registrant filed no Current Report on Form 8-K during the quarter ended June 30, 2000. Page 12
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 thereunto duly authorized. ACNB CORPORATION ------------------------------------------ Ronald L. Hankey, President August 3, 2000 ------------------------------------------ John W. Krichten, Secretary/Treasurer Page 13
EXHIBIT INDEX Exhibit Number - -------------- Exhibit 3(i) Articles of Incorporation of Registrant (Incorporated by Reference to Exhibit 3 ( i ) of Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). Exhibit 3(ii) Bylaws of Registrant (Incorporated by Reference to Exhibit 3(ii) of Registrant's Report on Form 8-K, filed with the Commission on March 25, 1998). Exhibit 10.1 Executive Employment Agreement Dated as of January 1, 1998 between Adams County National Bank, ACNB Corporation and Ronald L. Hankey (Incorporated By Reference to Exhibit 99 of the Registrant's Current Report on Form 8-K, Filed with the Commission on March 25, 1998). Exhibit 11 Statement Regarding Computation of Earnings Per Share. Exhibit 27 Financial Data Schedule. Page 14