8-K
Acnb Corp (ACNB)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date ofReport (Date of earliest event reported): January 27,2022
ACNB Corporation
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 1-35015 | 23-2233457 |
|---|---|---|
| (State or other<br><br> jurisdiction of<br><br> incorporation) | (Commission<br><br> File Number) | (IRS Employer<br><br> Identification No.) |
| 16 Lincoln Square**, Gettysburg** , PA | 17325 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
717.334.3161
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered |
|---|---|---|
| Common Stock, $2.50 par value per share | ACNB | The NASDAQ Stock Market, LLC |
CURRENT REPORT
ON FORM 8-K
| ITEM 8.01 | Other Events |
|---|
As more fully described in the attached press release dated February 1, 2022, ACNB Corporation announced that its wholly-owned subsidiary, ACNB Insurance Services, Inc., has entered into a definitive agreement, executed January 27, 2022, to acquire the business and assets of Hockley & O’Donnell Insurance Agency LLC, Gettysburg, PA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished under this Item 8.01 of this Current Report on Form 8-K shall not be deemed to be filed for purposes of the Securities Exchange Act of 1934.
| ITEM 9.01 | F****inancial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | ACNB<br> Corporation Press Release dated February 1, 2022. |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded<br> within the Inline XBRL document). |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| ACNB CORPORATION | |
|---|---|
| (Registrant) | |
| --- | |
| Dated: February 1, 2022 | /s/ Lynda L. Glass |
| --- | --- |
| Lynda L. Glass | |
| --- | |
| Executive Vice President/ | |
| --- | |
| Secretary & Chief Governance Officer | |
| --- |
Exhibit 99.1
PRESSRELEASE
FOR IMMEDIATE RELEASE
| Contact: Lynda L. Glass |
|---|
| EVP/Secretary & |
| Chief Governance Officer |
| 717.339.5085 |
| lglass@acnb.com |
ACNB INSURANCESERVICES, INC. ACQUIRES
LEADING AGENCYIN GETTYSBURG, PA
GETTYSBURG, PA, February 1, 2022 --- ACNB Corporation (NASDAQ: ACNB), financial holding company for ACNB Bank and ACNB Insurance Services, Inc., announced today that its wholly-owned subsidiary, ACNB Insurance Services, Inc., has entered into an agreement to acquire the business and assets of Hockley & O’Donnell Insurance Agency LLC, Gettysburg, PA.
“We are very pleased to have entered into this agreement and look forward to promptly closing this transaction. Hockley & O’Donnell is a leading insurance agency in our home market of Gettysburg,” said James P. Helt, ACNB Corporation and ACNB Bank President & Chief Executive Officer. “This long-established agency brings an outstanding team and significant client base, which compliments and enhances the Corporation’s growth strategy for both ACNB Insurance Services and ACNB Bank.”
He continued, “It is our intent to leverage this acquisition for increased synergies and revenues across both the insurance and banking subsidiaries. For ACNB Corporation shareholders, this means further value and return on their investment as we look to solidify our position as the financial services provider of choice in the core markets served.”
Speaking on behalf of Hockley & O’Donnell, Charles “Skip” Hockley said, “When my family and I started planning for the future, and we made the decision to partner and join forces with another entity, ACNB Corporation was the clear choice given the alignment in both geography and client commitment.
| ACNB Corporation Press Release/Acquisition of Leading Agency in Gettysburg, PA February 1, 2022 Page 2 of 3 |
|---|
We believe this is the right fit for our clients and team members in building on our past strengths and continuing to grow the agency business model.”
Mark A. Westcott, President & Chief Executive Officer of ACNB Insurance Services, Inc., added, “This transaction is a significant initiative in our agency’s efforts to expand organically and inorganically in both Pennsylvania and Maryland. With this acquisition, ACNB Insurance Services is currently anticipating an increase of approximately 30% in gross premium dollars, which is expected to contribute to future consolidated earnings for ACNB Corporation.”
Further, he stated, “Hockley & O’Donnell has served the greater Adams County community with personal and commercial lines of insurance for many years. ACNB Insurance Services plans to embrace this strong foundation of tradition and community ties as we look to the future.”
The transaction is expected to close in the near future, at which time all Hockley & O’Donnell clients will be notified via letter and transition information will be available at acnbinsurance.com.
ACNB Corporation, headquartered in Gettysburg, PA, is the $2.8 billion financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and ACNB Insurance Services, Inc., formerly Russell Insurance Group, Inc., Westminster, MD. Originally founded in 1857, ACNB Bank serves its marketplace with banking and wealth management services, including trust and retail brokerage, via a network of 20 community banking offices, located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York, as well as loan offices in Lancaster and York, PA, and Hunt Valley, MD. As divisions of ACNB Bank operating in Maryland, FCB Bank and NWSB Bank serve the local marketplace with a network of five and six community banking offices located in Frederick County and Carroll County, MD, respectively. ACNB Insurance Services, Inc. is a full-service agency with licenses in 44 states. The agency offers a broad range of property, casualty, health, life and disability insurance serving personal and commercial clients through office locations in Westminster, Germantown and Jarrettsville,
| ACNB Corporation Press Release/Acquisition of Leading Agency in Gettysburg, PA February 1, 2022 Page 3 of 3 |
|---|
MD, and Gettysburg, PA. For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.
# # #
FORWARD-LOOKINGSTATEMENTS - In addition to historical information, this press release may contain forward-looking statements. Examples of forward-lookingstatements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income,other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statementsof plans and objectives of Management or the Board of Directors, and (c) statements of assumptions, such as economic conditionsin the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminologysuch as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussionof strategy. Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitivefactors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Suchrisks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but arenot limited to, the following: the effects of governmental and fiscal policies, as well as legislative and regulatory changes; the effectsof new laws and regulations, specifically the impact of the Coronavirus Response and Relief Supplemental Appropriations Act, the CoronavirusAid, Relief, and Economic Security Act, the Tax Cuts and Jobs Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act;impacts of the capital and liquidity requirements of the Basel III standards; the effects of changes in accounting policies and practices,as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;ineffectiveness of the business strategy due to changes in current or future market conditions; future actions or inactions of the UnitedStates government, including the effects of short- and long-term federal budget and tax negotiations and a failure to increase the governmentdebt limit or a prolonged shutdown of the federal government; the effects of economic conditions particularly with regard to the negativeimpact of severe, wide-ranging and continuing disruptions caused by the spread of Coronavirus Disease 2019 (COVID-19) and the responsesthereto on the operations of the Corporation and current customers, specifically the effect of the economy on loan customers’ abilityto repay loans; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation anddevelopment of competing financial products and services; the risks of changes in interest rates on the level and composition of deposits,loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks;difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties;challenges in establishing and maintaining operations in new markets; the effects of technology changes; volatilities in the securitiesmarkets; the effect of general economic conditions and more specifically in the Corporation’s market areas; the failure of assumptionsunderlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities;acts of war or terrorism; disruption of credit and equity markets; the ability to manage current levels of impaired assets; the lossof certain key officers; the ability to maintain the value and image of the Corporation’s brand and protect the Corporation’sintellectual property rights; continued relationships with major customers; and, potential impacts to the Corporation from continuallyevolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties,and financial losses. We caution readers not to place undue reliance on these forward-looking statements. They only reflect Management’sanalysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances.Please carefully review the risk factors described in other documents the Corporation files from time to time with the SEC, includingthe Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Please also carefully review any Current Reports on Form 8-Kfiled by the Corporation with the SEC.
ACNB #2022-8
February 1, 2022