SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2001, or ( ) Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the Transition Period from _________________ to _________________. No. 0-17077 (Commission File Number) PENNS WOODS BANCORP, INC. (Exact name of Registrant as specified in its charter) PENNSYLVANIA 23-2226454 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 300 Market Street, Williamsport, Pennsylvania 17701 (Address of principal executive offices) (Zip Code) (570) 322-1111 (Registrant's telephone number, including area code) 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 such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO[ ] On May 10, 2001 there were 3,071,207 shares of the Registrant's common stock outstanding. PART I FINANCIAL STATEMENTS PENNS WOODS BANCORP, INC. CONSOLIDATED BALANCE SHEET March 31, December 31, 2001 2000 (IN THOUSANDS) ASSETS: Cash and due from banks $ 13,240 $ 15,318 Investment securities available for sale 115,155 113,074 Investment securities held to maturity (market value of $2,139,000 and $3,261,000) 2,067 3,228 Loans, net of unearned discount 243,419 246,486 Allowance for loan losses (2,890) (2,879) Loans, net 240,529 243,607 Bank premises and equipment, net 4,663 4,727 Accrued interest receivable 2,309 2,581 Bank owned life insurance 2,377 2,353 Other assets 8,631 10,025 TOTAL ASSETS $388,971 $394,913 LIABILITIES: Demand deposits $ 46,236 $ 47,468 Interest-bearing demand deposits 43,823 46,672 Savings deposits 46,454 43,980 Time deposits 148,098 140,014 Total deposits $284,611 $278,134 Short-term borrowings 15,250 31,021 Other borrowings 31,778 31,778 Accrued interest payable 1,430 1,452 Other liabilities 2,299 2,014 Total liabilities $335,368 $344,399 SHAREHOLDERS' EQUITY: Common stock, par value $10; 10,000,000 shares authorized and 3,130,844 shares issued $ 31,308 $ 31,308 Additional paid-in capital 18,214 18,214 Retained earnings 3,888 2,974 Accumulated other comprehensive income (loss) 2,029 (810) Less: Treasury stock at cost, 54,487 and 33,551 (1,836) (1,172) Total shareholders' equity $ 53,603 $ 50,514 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $388,971 $394,913 PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF INCOME THREE MONTHS THREE MONTHS ENDED ENDED March 31, 2001 March 31, 2000 (IN THOUSANDS EXCEPT PER SHARE DATA) INTEREST INCOME: Interest and fees on loans $5,389 $5,139 Interest and dividends on investments: Taxable interest 815 998 Nontaxable interest 676 456 Dividends 172 178 Total interest and dividends on investments 1,663 1,632 Other interest income 51 48 Total interest income 7,103 6,819 INTEREST EXPENSE: Interest on deposits 2,565 2,109 Interest on short-term borrowings 275 477 Interest on other borrowings 453 345 Total interest expense 3,293 2,931 Net interest income 3,810 3,888 Provision for loan losses 93 78 Net interest income after provision for loan losses 3,717 3,810 OTHER OPERATING INCOME: Service charges 333 328 Securities gains 135 161 Other income 398 84 Total other operating income 866 573 OTHER OPERATING EXPENSES: Salaries and employee benefits 1,291 1,215 Occupancy expense, net 209 205 Furniture and equipment expense 191 206 Other expenses 817 745 Total other operating expenses 2,508 2,371 INCOME BEFORE TAXES 2,075 2,012 INCOME TAX PROVISION 391 466 NET INCOME $1,684 $1,546 EARNINGS PER SHARE - BASIC $ 0.55 $ 0.49 EARNINGS PER SHARE - DILUTED $ 0.55 $ 0.49 BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 3,086,919 3,124,697 DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 3,086,919 3,124,697 PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2001 (IN THOUSANDS EXCEPT SHARE DATA) <TABLE> <CAPTION> ACCUMULATED ADDITIONAL OTHER TOTAL COMMON STOCK PAID-IN RETAINED COMPREHENSIVE TREASURY SHAREHOLDERS' SHARES AMOUNT CAPITAL EARNINGS INCOME STOCK EQUITY <S> <C> <C> <C> <C> <C> <C> <C> Balance, December 31, 2000 3,130,844 $31,308 $18,214 $2,974 $ (810) $(1,172) $50,514 Net income for the three months ended March 31, 2001 1,684 1,684 Dividends declared, $0.25 (770) (770) Treasury Stock acquired (20,936 shs) (664) (664) Net change in unrealized gain on investments available for sale, net of tax $1,463 2,839 2,839 Balance, March 31, 2001 3,130,844 $31,308 $18,214 $3,888 $2,029 $(1,836) $53,603 </TABLE> PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS THREE MONTHS THREE MONTHS ENDED ENDED MARCH 31, MARCH 31, 2001 2000 (IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,684 $ 1,546 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 162 158 Provision for loan losses 93 78 Accretion and amortization of investment security discounts and premiums (194) (121) Securities gains, net (135) (161) Gain on sale of foreclosed assets (10) - Decrease (Increase) in all other assets 60 (158) Increase in all other liabilities 264 495 Net cash provided by operating activities 1,924 1,837 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of securities available for sale (1,575) (21,065) Proceeds from sales of securities available for sale 1,065 20,508 Proceeds from calls and maturities of securities available for sale 3,553 2,361 Purchase of securities held to maturity (25) - Proceeds from calls and maturities of securities held to maturity 691 14 Net decrease (increase) in loans 2,985 (805) Acquisition of bank premises and equipment (98) (123) Proceeds from the sale of foreclosed assets 130 24 Net cash provided by investing activities 6,726 914 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in interest-bearing deposits 7,709 9,115 Net (decrease) increase in non- interest-bearing deposits (1,232) 1,496 Net decrease in short-term borrowings (15,771) (12,281) Dividends paid (770) (719) Stock options exercised - 52 Purchase of Treasury Stock (664) - Net cash used in financing activities (10,728) (2,337) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,078) 414 CASH AND CASH EQUIVALENTS, BEGINNING 15,318 12,474 CASH AND CASH EQUIVALENTS, ENDING $ 13,240 $ 12,888 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: The Company paid approximately $3,315,000 and $2,935,000 in interest on deposits and other borrowings during the first quarter of 2001 and 2000, respectively. There were no income tax payments made by the Company during the first quarter of 2001. Approximately $210,000 in income tax payments were made by the Company during the first quarter of 2000. PENNS WOODS BANCORP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. Basis of Presentation The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for the fair presentation of results for such periods. All of those adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with financial statements and notes thereto contained in the Company's annual report for the year ended December 31, 2000. Reclassification of Comparative Amounts Certain comparative amounts for the prior periods have been reclassified to conform to current period presentations. Such reclassifications had no effect on net income or stockholders' equity. NOTE 2. Comprehensive Income The components of other comprehensive income and related tax effects are as follows: March 31, March 31, 2001 2000 (IN THOUSANDS) Change in net unrealized gain (loss) on securities available for sale $2,928 $ (951) Less: Reclassification adjustment for realized gains included in net income, net of taxes of $46 for 2001 and $55 for 2000 89 106 Net unrealized gain (loss) net of tax $2,839 $(1,057) CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Report contains certain "forward-looking statements" including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact. Penns Woods Bancorp, Inc. and its subsidiaries (the "Company") wishes to caution readers that the following important factors, among others, may have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company's organization, compensation and benefit plans; (iii) the effect on the Company's competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as nonbank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in the local, regional or national economies. EARNINGS SUMMARY Comparison of the Three Months Ended March 31, 2001 and 2000 Interest Income For the three months ended March 31, 2001, total interest income increased by $284,000 or 4.16% compared to the same period in 2000. This improvement is due to an increase of $250,000 in interest and fees on loans, an increase in total interest and dividends on investments of $31,000 and a slight increase in other interest income of $3,000. The increase in interest and fees on loans of $250,000 was primarily due to the net effect of gross loan growth of $8,882,000 from March 31, 2000 to March 31, 2001 and offset by a 150 basis point decline in the prime rates during the previous twelve months. Interest and dividends on investments increased due to the net effect of a $183,000 decrease in taxable interest due to the decrease in the average holdings of U.S. Government agency securities during the first three months of 2001 compared to the same period in 2000; a $220,000 increase in nontaxable interest related to the higher average volume of municipal securities held during the first three months of 2001 compared to the first three months of 2000; and a decrease in dividend income on equity securities of $6,000. Interest Expense For the three months ended March 31, 2001 total interest expense increased $362,000 or 12.35% over the same period in 2000. The overall increase in interest expense is the result of a $456,000 increase in interest paid on deposits, mainly due to volume; a $202,000 decrease in interest expense paid on short- term borrowings, due to a decline of average overnight FHLB borrowings of approximately $9,000,000, the rate paid on these borrowings and a decrease in the average rate paid on repurchase agreements during the previous twelve months. An increase of $108,000 in interest paid on other borrowings was due to a net increase of $4,500,000 in FHLB borrowings. Provision for Loan Losses The provision for loan losses totaled $93,000 for the three months ended March 31, 2001. The provision for the same period in 2000 was $78,000. As of the first quarter of 2001, charge offs exceeded recoveries by $82,000 compared to the first quarter of 2000 when charge offs exceeded recoveries by $36,000. Senior Management utilizes several different methods to determine the adequacy of the loan loss allowance and to establish quarterly provisions. Among these methods is the analysis of the most recent five year average loss history, the coverage of non-performing loans provided by the allowance, an estimate of potential loss in homogeneous pools of loans and the internal credit rating assigned to watch and problem loans. In addition to the preceding, senior management also reviews macro portfolio risks such as the absence of concentrations, absence of foreign credit exposure and growth objectives in fine tuning the allowance and provisions. The ratio of the allowance for loan losses to non-accruing loans and those accruing but delinquent more than 90 days (collectively called "non-performing" loans) stood at 3.7% at March 31, 2001 compared to 3.6% at December 31, 2000. The overall decrease in non-performing loans totaled $26,000. Non-performing commercial and agricultural loans and installment loans accounted for $190,000 and $4,000, respectively of the overall decrease whereas non-performing loans secured by real estate increased $168,000. Based upon this analysis as well as the others noted above, senior management has concluded that the allowance for loan losses is adequate. Other Operating Income Other operating income for the three months ended March 31, 2001 increased $293,000. This increase is due to the net effect of an increase in service charges collected of $5,000, a decrease in securities gains realized of $26,000 and an increase in other income of $314,000. Market conditions in the first quarter of 2000 provided more opportunity for the Company to take security gains than in the first quarter of 2001. The substantial increase in other income was mostly due to commission income realized during the first quarter of 2001 from the sale of various financial products. Such financial products are offered through the Bank's subsidiary, The M Group, Inc., which was acquired in the fourth quarter of 2000. Also contributing to other income were the sale of two other real estate properties and Visa merchant machine income. Other Operating Expense For the three months ended March 31, 2001 total other operating expenses increased $137,000 over the same period in 2000. Employee salaries and benefits increased $76,000 as a result of normal increases in salary levels and salaries associated with the Bank's subsidiary. Occupancy expense increased $4,000 and furniture and equipment expense decreased $15,000. The increase in occupancy expense can be attributed to increases in rental and depreciation expenses related to the opening of the new State College office. The $15,000 decrease in furniture and equipment expense can be attributed mainly to the reduction of general maintenance and depreciation expenses. An overall increase in other expenses totaled $72,000. This increase is mainly due to amortization expense associated with the acquisition of The M Group, Inc. on October 1, 2000. Provision for Income Taxes Provision for income taxes for the three months ended March 31, 2001 resulted in an effective income tax rate of 18.84% compared to 23.16% for the corresponding period in 2000. The decrease noted is due to an increase in non-taxable income for the period. ASSET/LIABILITY MANAGEMENT Assets At March 31, 2001, cash and investment securities totaled $130,462,000 or a net decrease of $1,158,000 over the corresponding balance at December 31, 2000. Investment securities increased $920,000 while cash decreased $2,078,000. During this period, net loans decreased by $3,078,000 to $240,529,000. The increase in investment securities is primarily due to the change in the net unrealized gain/loss from a loss of $1,227,000 at December 31, 2000 to a gain of $3,074,000 at March 31, 2001. The sale of over $3,000,000 in U.S. Government agencies also reduced total investment securities. Management evaluates credit risk, anticipated economic conditions and other relevant factors impacting the quality of the loan portfolio in order to establish an adequate loan-loss allowance. An internal credit review committee monitors loans in accordance with Federal supervisory standards. In addition, management frequently reviews and utilizes the results of examinations and reports provided by the committee, regulators, and independent loan review consultants, on the adequacy of the loan loss allowance. Accordingly, on a quarterly basis, management determines an appropriate provision for possible loan losses from earnings in order to maintain allowance coverage relative to potential losses. The allowance for loan losses totaled $2,890,000 at March 31, 2001, an increase of $11,000 over the balance at December 31, 2000. For the three months ended March 31, 2001, the provision for loan losses totaled $93,000. As a percent of loans, the allowance for loan losses totaled 1.20% at March 31, 2001 and 1.17% at December 31, 2000. Loans accounted for on a non-accrual basis totaled $523,000 and $777,000 at March, 31, 2001 and December 31, 2000, respectively. Accruing loans, contractually delinquent 90 days or more were $254,000 at March 31, 2001 and $27,000 at December 31, 2000. These loans are predominately secured by mortgages on real estate where appraisal values mitigate any potential loss of interest and principal. The ratio of the allowance for loan losses to non-accruing loans and those accruing but delinquent more than 90 days was 3.7% at March 31, 2001 and 3.6% at December 31, 2000. Presently the portfolio has no loans that meet the definition of "trouble debt restructurings" under FAS 15. A watch list of potential problem loans is maintained and updated quarterly by an internal credit review committee. At this time there are no credits of substance that have the potential to become more than 90 days delinquent. The Bank has not had nor presently has any foreign outstandings. In addition, no known concentrations of credit presently exist. At March 31, 2001 the balance of other real estate was $307,000 compared to $162,000 at December 31, 2000. Three of the four properties totaling $162,000 that were held in other real estate at December 31, 2000 were sold, two additional properties were placed into other real estate during the first quarter of 2001. Deposits At March 31, 2001 total deposits amounted to $284,611,000 representing an increase of $6,477,000, or 2.33%, from total deposits at December 31, 2000. Non-interest and interest- bearing demand deposits declined $1,232,000 and $2,849,000, respectively. Savings deposits changed slightly, increasing $2,474,000. Time deposits increased $8,084,000 due to successful marketing strategies. Other Liabilities At March 31, 2001, other liabilities totaled $2,299,000 or a $285,000 increase over the balance at December 31, 2000. This increase is primarily due to an increase in accrued taxes and accrued expenses. Capital The adequacy of the Company's capital is reviewed on an ongoing basis with reference to the size, composition and quality of the Company's resources and regulatory guidelines. Management seeks to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets and preserve high quality credit ratings. Bank holding companies are required to comply with the Federal Reserve Board's risk-based capital guidelines. The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets. Specifically, each is required to maintain certain minimum dollar amounts and ratios of Total risk-based, Tier I risk-based and Tier I leverage capital requirements. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvements Act (FDICIA) established five capital categories ranging from "well capitalized" to "critically undercapitalized." To be classified as "well capitalized," Total risk-based, Tier I risked-based and Tier I leverage capital ratios must be at least 10%, 6%, and 5% respectively. At March 31, 2001 the Company was "well capitalized" with a total capital ratio of 20.50%, a Tier I capital ratio of 19.34% and a Tier I leverage ratio of 12.43%. Liquidity and Interest Rate Sensitivity The asset/liability committee addresses the liquidity needs of the Bank to see that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio. In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook. The following liquidity measures are monitored and kept within the limits cited. 1. Net Loans to Total Assets, 70% maximum 2. Net Loans to Total Deposits, 92.5% maximum 3. Net Loans to Core Deposits, 100% maximum 4. Investments to Total Assets, 40% maximum 5. Investments to Total Deposits, 50% maximum 6. Total Liquid Assets to Total Assets, 25% minimum 7. Total Liquid Assets to Total Liabilities, 25% minimum 8. Net Core Funding Dependence, 35% maximum The Bank has maintained a liquidity level at or above the guidelines of the FDIC and the Pennsylvania Department of Banking. The Bank has available to it Federal Funds lines of credit totalling $8,000,000 from correspondent banks. In addition, the Bank has an agreement with the Federal Home Loan Bank of Pittsburgh that enables the Bank to receive advances up to $117,547,000 through the Federal Home Loan Bank's "Open Repo Plus", revolving line of credit program, with commitment up to one year. All of the funding mentioned is available to the Bank, should the need for short-term funds arise. The following table sets forth the Company's interest rate sensitivity as of March 31, 2001: <TABLE> <CAPTION> AFTER ONE AFTER TWO AFTER WITHIN BUT WITHIN BUT WITHIN FIVE ONE YEAR TWO YEARS FIVE YEARS YEARS <S> <C> <C> <C> <C> Earning assets: (1) (2) Investment securities (1) $ 7,107 $ 6,164 $ 17,221 $ 86,694 Loans (2) 84,678 39,304 98,845 20,592 Total earning assets 91,785 45,468 116,066 107,286 Interest bearing liabilities: Deposits (3) 137,622 32,107 42,579 26,067 Borrowings 8,891 - 38,137 - Total interest bearing liabilities 146,513 32,107 80,716 26,067 Net non-interest bearing funding (4) 7,520 7,521 22,560 37,601 Total net funding sources 154,033 39,628 103,276 63,668 Excess assets (liabilities) (62,248) 5,840 12,790 43,618 Cumulative excess assets (liabilities) (62,248) (56,408) (43,618) - </TABLE> (1) Investment balances reflect estimated prepayments on mortgage-backed securities. (2) Loan balances include annual repayment assumptions based on projected cash flow from the loan portfolio. The cash flow projections are based on the terms of the credit facilities and estimated prepayments on fixed rate mortgage loans. Loans include loans held for resale. (3) Adjustments to the interest sensitivity of Savings, NOW and MMDA account balances reflect managerial assumptions based on historical experience, expected behavior in future rate environments and the Bank's positioning for these products. (4) Net non-interest bearing funds is the sum of non-interest bearing liabilities and shareholders' equity minus non-interest earning assets and reflect managerial assumptions as to the appropriate investment maturities for these sources. In this analysis the company examines the result of a 100 and 200 basis point change in market interest rates and the effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner. In addition, it is assumed that rates on core deposit products such as NOW's, savings accounts, and the MMDA accounts will be adjusted by 25% of the assumed rate change. Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities. The results of this rate shock are a useful tool to assist the Company in assessing interest rate risk inherent in its balance sheet. Below are the results of this rate shock analysis as of March 31, 2001: Net Interest Income Change in Rates Change (After tax) -200 369 -100 224 +100 -1 +200 -134 The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash flow from principal repayment on loans and mortgage-backed securities and or call activity on investment securities. Actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change. In addition, the limits stated above do not necessarily represent the level of change under which management would undertake specific measure to realign its portfolio in order to reduce the projected level of change. Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes. Inflation The asset and liability structure of a financial institution is primarily monetary in nature, therefore, interest rates rather than inflation have a more significant impact on the Corporation's performance. Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reflective of fiscal policy initiatives or economic factors which are not measured by a price index. In reference to the attached financial statements, all adjustments are of a normal recurring nature pursuant to Rule 10-01 (b) (8) of Regulation S-X. Part II. OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. The annual meeting of shareholders of Penns Woods Bancorp, Inc. took place on April 25, 2001. The following two (2) matters were voted upon: 1. Election of the four (4) persons listed in Class (1) Directors of the Proxy Statement dated March 27, 2001 whose terms expire in 2004. Class (1) Directors: Michael J. Casale, Jr. R.Edward Nestlerode, Jr. William H. Rockey Ronald A. Walko 2. To ratify the appointment by the Corporation's Board of Directors of S.R. Snodgrass of Wexford, Pennsylvania, Certified Public Accountants as the independent auditors for the year ending December 31, 2001. The following table presents the results of the vote tabulation: Issue Description For Withhold 1. Election of Directors for a Three Year Term Michael J. Casale, Jr. 2,234,583 9,511 R. Edward Nestlerode, Jr. 2,239,936 4,158 William H. Rockey 2,242,604 1,490 Ronald A. Walko 2,243,009 1,085 Issue Description For Against Abstain 2. Ratification of S.R. Snodgrass, Certified Public Accountants as independent auditors 2,221,287 1,172 21,635 Item 5. Other Information On April 11, 2001, Penns Woods Bancorp, Inc. filed with the Securities and Exchange Commission, on Form S-8 with respect to 100,000 shares of common stock of Penns Woods that may be issued under the Penns Woods Bancorp, Inc. 1998 Stock Option Plan. Item 6. Exhibits and reports on Form 8-K. (a) Exhibits required by Item 601 of Regulation S-K: Number Description (3)(i) Articles of Incorporation of the Registrant, as presently in effect (incorporated herein by reference to Exhibit 3.1 of Registration Statement No. 333-65821 on Form S-4). (3)(ii) Bylaws of the Registrant as presently in effect (incorporated herein by reference to Exhibit 3.2 of Registration Statement No. 333-65821 on Form S-4). (b) Reports on Form 8-K None SIGNATURES 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. PENNS WOODS BANCORP, INC. (Registrant) Date: May 14, 2001 /s/ Ronald A. Walko Ronald A. Walko, President and Chief Executive Officer Date: May 14, 2001 /s/ Sonya E. Scott Sonya E. Scott, Secretary