Acnb Corp – ‘10-K405’ for 12/31/97

As of:  Friday, 3/27/98   ·   For:  12/31/97   ·   Accession #:  950115-98-526   ·   File #:  0-11783

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report                                          5     37K 
 2: EX-13       Annual Report                                         39    232K 
 3: EX-27       Financial Data Schedule                                2±     7K 

10-K405   —   Annual Report
Document Table of Contents

10-K405
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================================================================================

 FORM 10-K

Securities and Exchange Commission
Washington, D.C. 20549

 FORM 10-K

 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997.
Commission file no. 0-11783.
                   -------

ACNB CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

PENNSYLVANIA                                       23-2233457       
------------------------                   ------------------------------------ 
(State of Incorporation)                   (IRS Employer Identification Number) 

675 OLD HARRISBURG ROAD                                       
GETTYSBURG, PA                               17325  
----------------------------------------                ----------              
(Address of Principal Executive Offices)                (Zip Code)              

Registrant's telephone number, including area code: (717) 334-3161              
                                      --------------
Securities registered pursuant to Section 12(b) of the Act: NONE                
Securities registered pursuant to Section 12(g) of the Act:                     

 COMMON CAPITAL STOCK, PAR VALUE $2.50 A SHARE
 ---------------------------------------------
(Title of Class)

    Indicate by check mark if 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                                                  
---                     
 Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during   
the preceding 12 months, and (2) has been subject to such filing requirements   
for the past ninety (90) days. YES  X   NO                                      
  -----    -----

    As of February 28, 1998, ACNB Corporation had outstanding 5,253,278 shares
of Common Stock. The aggregate market value of such Common Stock held by        
nonaffiliates as of February 28, 1998, was approximately $125,183,250. Shares of
Common Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded because they may be     
deemed to be affiliates.                                                        

 DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Proxy Statement for the Annual Meeting of Shareholders to
be held May 5, 1998, are incorporated by reference into Part III.               

================================================================================

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 FORM 10-K

PART I

ITEM 1. BUSINESS                                                                

 The Registrant owns all the outstanding shares of Adams County National
Bank (hereinafter the "Bank"). The Registrant and the Bank have the same Board  
of Directors. The Registrant, organized in 1983, presently has no significant   
operations other than serving as a holding company. The Bank engages in a       
full-service commercial and consumer banking and trust business. With its main  
office at 675 Old Harrisburg Road, Gettysburg, Pennsylvania, the Bank provides  
financial services to its customers through its community banking network of    
fourteen full-service offices located throughout Adams County, Pennsylvania, and
in Hanover, York County, Pennsylvania.                                          

 The Bank's services include accepting demand, savings and time deposits
including NOW, SuperNOW, money market, passbook savings, a diversified array of 
certificates of deposit, IRAs, and club accounts. Its services also include     
making secured and unsecured commercial and consumer loans; financing commercial
transactions; making construction and mortgage loans; making residential        
mortgage loans and home equity lines of credit; making small business loans;    
making student loans; and, the renting of safe deposit box facilities. Further, 
the Bank's business loans include seasonal credit, collateral loans and term    
loans.                                                                          

Trust services provided by the Bank include services as executor and  
trustee under wills and deeds, estate planning services, and custodian and agent
for various investment companies. Trust services also include transfer agent and
registrar of bond issues and escrow agent.                                      

  The Bank has a relatively stable deposit base, and no material amount of
deposits is obtained from a single depositor or group of depositors (including  
federal, state and local governments). See Management's Discussion and Analysis 
in the 1997 Annual Report. The Bank has not experienced any significant seasonal
fluctuations in the amount of its deposits.                                     

     As of December 31, 1997, the Registrant had a total of 157 full-time and 60
part-time employees.                                                            

SUPERVISION AND REGULATION                                                      

 The Registrant and the Bank are considered "affiliates" for purposes of
Section 23A of the Federal Reserve Act and, as such, are subject to certain     
limitations specified therein on the making of loans on, extensions of credit   
to, or investments in each other. The Federal Bank Holding Company Act of 1956  
restricts the Registrant's activities, whether conducted directly or through    
subsidiary corporations, to specified activities functionally related to        
banking. Permissible activities under the Act include lending, certain leasing  
activities, fiduciary and investment advisory services, acting as insurance     
agent or broker in connection with loans by subsidiary or affiliated companies, 
and certain bookkeeping or data processing services.                            

COMPETITION                                                                     

     All phases of the Bank's business are highly competitive. The Bank's market
area is the primary trading area of Adams County, Pennsylvania; a western       
portion of York County, Pennsylvania; and, the northernmost portions of those   
counties in Maryland which are immediately adjacent to the southern border of   
Adams County. The market concentration is in the area of Gettysburg,            
Pennsylvania. The Bank competes with local commercial banks, other commercial   
banks with branches in the Bank's market area, savings associations, and other  
financial service providers. The Bank considers its major competition to be PNC 
Corporation; Farmers Bank and Trust Company, a subsidiary of Dauphin Deposit    
Corporation; and, Bank of Hanover and Trust Co.                                 

GOVERNMENT MONETARY POLICIES AND ECONOMIC CONTROLS                              

 The earnings and growth of the Bank are affected by the policies of the
regulatory authorities including the Office of the Comptroller of the Currency, 
the Board of Governors of the Federal Reserve System, and the Federal Deposit   
Insurance Corporation. An important function of the Federal Reserve System is to
regulate the money supply and interest rates. Among the instruments used to     
implement these objectives are open market operations in U.S. Government        
securities and changes in reserve requirements against member bank deposits.    
These instruments are used in varying combinations to influence overall growth  
and distribution of bank loans, investments and deposits. Their use may also    
affect interest rates charged on loans or paid for deposits. The policies and   
regulations of the Federal Reserve Board have had, and will probably continue to
have, a significant effect on the Bank's deposits, loans and investment growth, 
as well as the rate of interest earned and paid. The impact of such policies and
regulations upon the future business and earnings of the Bank cannot be         
accurately predicted.                                                           

ITEM 2. PROPERTIES                                                              

 The principal properties of the Registrant and its subsidiary are those
held by the Bank. The Bank's main office and executive offices are located at   
675 Old Harrisburg Road, Gettysburg, Adams County, Pennsylvania. Additionally,  
the Bank owns thirteen other properties located at 2 Chambersburg Street, 18-20 
Chambersburg Street and 22-22 1/2 Chambersburg Street, Gettysburg, Pennsylvania;
17 South Queen Street and 444 West King Street, Littlestown, Pennsylvania; 369  
Main Street, McSherrystown, Pennsylvania; 1677 Abbottstown Pike, East Berlin,   
Pennsylvania; 202 Main Street, York Springs, Pennsylvania; 101 Main Street,     
Arendtsville, Pennsylvania; 10 High Street, Cashtown, Pennsylvania; 101 North   
Main Street, Bendersville, Pennsylvania; 104 Sanders Road, Carroll Valley,      
Pennsylvania; and, 1127 Eichelberger Street, Hanover, Pennsylvania. The Bank    
also leases a full-service office location at 3459 Biglerville Road,            
Biglerville, Pennsylvania, and an in-store office location at the Super Kmart(R)
Center, 400 Eisenhower Drive, Hanover, Pennsylvania.                            

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FORM 10-K 

ITEM 3. LEGAL PROCEEDINGS                                                       

In the opinion of the management of the Corporation, there are no     
proceedings pending to which the Corporation and the Bank are a party or to     
which its property is subject, which, if determined adversely to the Corporation
and the Bank, would be material in relation to the Corporation's and Bank's     
financial condition. There are no proceedings pending other than ordinary       
routine litigation incident to the business of the Corporation and the Bank. In 
addition, no material proceedings are pending or are known to be threatened or  
contemplated against the Corporation and the Bank by government authorities.    

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS                         

None.                                                                 

 PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

 The information required by this Item, regarding market value, dividend
payment, and number of shareholders, is set forth on page 49 of the Registrant's
1997 Annual Report and incorporated herein by reference.                        

ITEM 6. SELECTED FINANCIAL DATA                                                 

  The information required by this Item is set forth on pages 15 and 42 of
the Registrant's 1997 Annual Report and incorporated herein by reference.       

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS                                                   

   The information required by this Item is set forth on pages 16 through 24
of the Registrant's 1997 Annual Report and incorporated herein by reference.    

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

  The information required by this Item is set forth on pages 20 and 21 of
the Registrant's 1997 Annual Report and incorporated herein by reference.       

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                             

   The information required by this Item is set forth on pages 26 through 41
of the Registrant's 1997 Annual Report and incorporated herein by reference.    

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                            

None.                                                                 

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

 The information required by this Item, relating to directors, executive
officers, and control persons, is set forth on pages 3 through 7 and pages 14   
and 15 of the Registrant's definitive Proxy Statement to be used in connection  
with the 1998 Annual Meeting of Shareholders, which pages are incorporated      
herein by reference.                                                            

Section 16(a) Beneficial Ownership Compliance. Section 16(a) of the   
Securities Exchange Act of 1934, as amended, requires the Registrant's officers 
and directors, and persons who own more than 10 percent of a registered class of
the Registrant's equity securities, to file reports of ownership and changes in 
ownership with the Securities and Exchange Commission, or SEC. Officers,        
directors and greater than 10 percent shareholders are required by SEC          
regulation to furnish the Registrant with copies of all Section 16(a) forms they
file.                                                                           

  Based solely on its review of the copies of such forms received by it or
written representations from certain reporting persons that no Forms 5 were     
required for those persons, the Registrant believes that during the period of   
January 1, 1997, through December 31, 1997, its officers and directors were in  
compliance with all filing requirements applicable to them.                     

3 

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 FORM 10-K

 PART IV

ITEM 14b. EXHIBITS                                                              

Exhibit 3(i) Articles of Incorporation of Registrant                  

A copy of the Articles of Incorporation, as amended, of ACNB
   Corporation is incorporated by reference to Exhibit 3(a) of the
         Registrant's Annual Report on Form 10-K, filed with the Commission on
March 25, 1995.                                             

Exhibit 3(ii)   Bylaws of Registrant                                  

         A copy of the Bylaws, as amended, of ACNB Corporation is incorporated
       by reference to Exhibit 3(ii) of the Registrant's Current 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                            

       A copy of the Executive Employment Agreement dated as of January 1,
         1998, Between Adams County National Bank, ACNB Corporation and Ronald
L. Hankey, is 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 the Computation of Earnings Per Share  

                                                 For the Fiscal Year
                                                 ended December 31
                                            ------------------------------------
                                                  1997         1996         1995
--------------------------------------------------------------------------------
Weighted average shares outstanding .....   $5,254,618   $5,300,569   $5,314,521
Common stock                                                                    
Common stock equivalents                                                        
 Stock options ........................         --           --           --
 Stock awards .........................         --           --           --
 ESOP shares ..........................         --           --           --
                                            ----------   ----------   ----------
Total common stock equivalents ..........         --           --           --  
                                            ----------   ----------   ----------
Total Weighted Average Shares                                                   
  Outstanding............................   $5,254,618   $5,300,569   $5,314,521
                                            ==========   ==========   ==========

Net Income ..............................   $7,229,000   $7,109,000   $6,459,000
Net Income Per Share ....................   $     1.38   $     1.34   $     1.22

Exhibit 12 Statement Regarding the Computation of Ratios                        
 The information required by this Exhibit is set forth on page 42 of the
Registrant's Annual Report and incorporated herein by reference.      

Exhibit 21 Subsidiary of the Registrant                                         
   The Registrant has one subsidiary, Adams County National Bank, a national
bank, which is wholly-owned by the Registrant.                        

Exhibit 27 Financial Data Schedule                                              

4 

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 FORM 10-K

ITEM 15.  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.                       

ACNB CORPORATION (Registrant)                     ---------------------------   
                                                    March 19, 1998
                                                    Date

------------------------------------              ---------------------------   
BY: /s/ Ronald L. Hankey                          BY: /s/ John W. Krichten      
Ronald L. Hankey                                  John W. Krichten              
President & CEO                                   Secretary & Treasurer         

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on March 19, 1998, by the following persons in the       
capacities indicated.                                                           

/s/ Philip P. Asper                               /s/ William B. Lower          
--------------------------                        --------------------------    
Philip P. Asper                                   William B. Lower              
Director                                          Director                      

/s/ Guy F. Donaldson                              /s/ Paul G. Pitzer            
--------------------------                        --------------------------    
Guy F. Donaldson                                  Paul G. Pitzer                
Director                                          Director                      

/s/ Frank Elsner, Jr.                             /s/ Thomas A. Ritter          
--------------------------                        --------------------------    
Frank Elsner, Jr.                                 Thomas A. Ritter              
Director                                          Director                      

/s/ Richard L. Galusha                            /s/ Ralph S. Sandoe           
--------------------------                        --------------------------    
Richard L. Galusha                                Ralph S. Sandoe               
Director                                          Director                      

/s/ D. Richard Guise                              /s/ Marian B. Schultz         
--------------------------                        --------------------------    
D. Richard Guise                                  Marian B. Schultz             
Director & Vice Chairman of the Board             Director                      

/s/ Ronald L. Hankey                              /s/ L. Robert Snyder          
--------------------------                        --------------------------    
Ronald L. Hankey                                  L. Robert Snyder              
Director, President & CEO                         Director                      

/s/ Philip M. Jones                               /s/ Jennifer L. Weaver        
--------------------------                        --------------------------    
Philip M. Jones                                   Jennifer L. Weaver            
Director                                          Director                      

/s/ Wayne E. Lau                                                                
--------------------------                                                      
Wayne E. Lau                                                                    
Director                                                                        

5 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		5/5/98		1					DEF 14A
Filed on:		3/27/98
		3/25/98		4					8-K
		3/19/98		5
		2/28/98		1
		1/1/98		4
For Period End:		12/31/97		1		3
		1/1/97		3
		3/25/95		4
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