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) December 22, 2006
COMMUNITY BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania | | 23-2251762 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
No. 001-11663
(Commission file number)
777 East Park Drive, Harrisburg, PA | | 17111 |
(Address of Principal Executive Offices) | | (Zip Code) |
(717) 920-5800 |
(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:
[X] 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))
Item 8.01 Other Events
On December 22, 2006, Community Banks, Inc. issued a press release announcing its intention to release its fourth quarter 2006 earnings on January 18, 2007 and to express its concern over the prolonged period of flat interest rates and the continued challenges of such rates to the banking industry. The Company also announced plans to help offset the adverse impact of these interest rate trends through a reorganization of its internal management structure and its office delivery network. The reorganization plan calls for a consolidation of at least three of the Company’s nine separate banking regions located within central Pennsylvania and northern Maryland. In addition, the Company is performing a strategic evaluation of its existing branch network with a goal of reducing its presence in underperforming locations, reducing operating expenses and facilitating entry into markets with more desirable growth characteristics.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits:
99.1 Press release of Community Banks, Inc. dated December 22, 2006.
The following disclosure is made in accordance with Rule 165 promulgated under the Securities Act of 1933.
Community Banks, Inc. urges its shareholders and the shareholders of both BUCS Financial Corp and East Prospect State Bank, as well as other investors, to read the proxy statements/prospectuses that are included in the registration statements on Form S-4 which Community has filed with the SEC in connection with the proposed mergers with BUCS and East Prospect as they contain important information. The proxy statements/prospectuses contain important information about Community, BUCS, East Prospect, the mergers, the persons soliciting proxies in the mergers and their interests in the mergers and related matters. The proxy statements/prospectuses are available for free on the SEC’s web site at http://www.sec.gov. They are also available for free from Community, BUCS and East Prospect. You may direct such a request to one of the following persons:
Patricia E. Hoch (for both mergers) Community Banks, Inc. 777 East Park Drive Harrisburg, PA 17111 Phone: (717) 920-5800 | | Herbert J. Moltzan (for the BUCS merger) BUCS Financial Corp 10445 Mill Run Circle Owings Mills, MD 21117 Phone: (410) 998-5304 | | Roger A. Nickol (for the East Prospect merger) East Prospect State Bank 1 South Main Street East Prospect, PA 17317 Phone: (717) 252-1511 |
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In addition to the registration statements and proxy statements/prospectuses, Community and BUCS file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Community at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Community’s and BUCS’ filings with the SEC are also available to the public from commercial document-retrieval services and for free on the SEC’s web site at http://www.sec.gov. Because the shares of East Prospect’s common stock are not registered under the Securities Exchange Act of 1934, East Prospect does not file reports or proxy statements with the SEC. However, East Prospect does file annual financial statements with the FDIC, and publicly available information contained in such reports is available on the FDIC’s website at http://www.fdic.gov.
Community, BUCS and East Prospect and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies with respect to the transactions contemplated by the respective merger agreements. Information concerning Community’s and BUCS’ officers and directors are included in proxy statements for the annual meetings of Community’s and BUCS’ shareholders in 2006, previously filed with the SEC. The proxy statements are available for free on the SEC’s website at http://www.sec.gov and at no charge from Community and BUCS. You may direct a request for the proxy statements to the officers identified above.
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 hereunto duly authorized.
| | | COMMUNITY BANKS, INC. |
| | | (Registrant) |
| | | |
| Dated: December 22, 2006 | By: | /s/ Donald F. Holt |
| | | Donald F. Holt Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
99.1 Press release of Community Banks, Inc. dated December 22, 2006.
