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 16, 2003
COMMUNITY BANKS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-2251762
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
No. 0-15786
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(Commission file number)
750 East Park Drive, Harrisburg, Pennsylvania 17111
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(Address of Principal Executive Offices) (Zip Code)
(717) 920-1698
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Community Banks, Inc. (Community) closed a $15.0 million private placement
of floating-rate trust-preferred securities on December 16, 2003. The securities
are exempt from registration under the Securities Act pursuant to the private
offering exemption set forth in Section 4(2) of the Act and SEC Regulation D.
The preferred securities mature in December 2033, and are callable by
Community, subject to any required regulatory approval, at par after five years.
Community will make cash distributions to the holder of the securities at an
annual rate (which is recalculated quarterly) equal to the three month LIBOR
plus 2.84%.
SunTrust Capital Markets, Inc. served as placement agent for the trust
preferred securities.
The proceeds of the offering will be used to support Community's growth and
for other corporate purposes.
This disclosure contains "forward looking" information as defined by the
Private Securities Litigation Reform Act of 1995, which is based on Community's
current expectations, estimates and projections about future events and
financial trends affecting the financial condition of its business. These
statements are not historical facts or guarantees of future performance, events,
or results. Such statements involve potential risks and uncertainties and,
accordingly, actual performance results may differ materially. Community
undertakes no obligation to publicly update or revise forward looking
information, whether as a result of new, updated information, future events, or
otherwise.
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.
Date: December 16, 2003
Community Banks, Inc.
By: /s/ Donald F. Holt
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Donald F. Holt
Chief Financial Officer