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 of Report (Date of earliest event reported) November 22, 2004
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CITIZENS & NORTHERN CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16084 23-2451943
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
90-92 Main Street, Wellsboro, PA 16901
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (570) 724-3411
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N/A
(Former name or former address, if changed since last report)
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:
( ) 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))
Section 8 - Other Events
Item 8.01 Other Events
On November 22, 2004, Citizens & Northern Corporation ("C&N"), along with
Canisteo Valley Corporation, announced the signing of a definitive agreement and
plan of merger. Under the agreement, C&N will acquire Canisteo Valley
Corporation in an all-cash merger transaction. The transaction, which has been
approved by the Boards of Directors of both companies, is expected to be
completed during the second quarter 2005, pending Canisteo stockholder approval,
regulatory approval, and other customary conditions of closing. At closing,
First State Bank will operate as a separate subsidiary of C&N.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99 - Press Release issued by Citizens & Northern Corporation and
Canisteo Valley Corporation dated November 22, 2004, titled "Citizens & Northern
Corp. To Acquire Canisteo Valley Corp."
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.
CITIZENS & NORTHERN CORPORATION
Date: 11/22/04 By: /s/ Craig G. Litchfield
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Name: Craig G. Litchfield
Title: Chairman, President and
Chief Executive Officer
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