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) January 18, 2005
COMMUNITY BANKS, INC.
----------------------
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
------------
(State or other jurisdiction of incorporation or organization)
23-2251762
----------
(I.R.S. Employer Identification No.)
No. 0-15786
------------
(Commission file number)
750 East Park Drive, Harrisburg, Pennsylvania 17111
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(717) 920-1698
--------------
(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):
[X] Written communciations 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 2.02. Results of Operations and Financial Condition.
On January 18, 2005, Community Banks, Inc. issued a press release
announcing earnings for the quarter and year ended December 31, 2004. The press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K. No part
of this report shall be deemed incorporated by reference into any registration
statement filed under the Securities Act of 1933.
The following disclosure is made in accordance with Rule 165 of the Securities
and Exchange Commission ("SEC").
The Company urges its shareholders and the shareholders of PennRock
Financial Services Corp ("PennRock"), as well as other investors, to read the
proxy statement/prospectus that will be included in the registration statement
on Form S-4 which the Company will file with the SEC in connection with the
proposed merger of the Company and PennRock. This proxy statement/prospectus
will contain important information about the Company, PennRock, the merger, the
persons soliciting proxies in the merger and their interests in the merger and
related matters. After the proxy statement/prospectus is filed with the SEC, it
will be available for free on the SEC's web site at http://www.sec.gov. It will
also be available for free from the Company and PennRock. You may direct such a
request to either of the following persons:
<s>
Patricia E. Hoch, Senior Vice President and Secretary Shannan Guthrie, Investor Relations Officer
Community Banks, Inc. PennRock Financial Services Corp.
750 East Park Drive 1060 Main St.
Harrisburg, Pennsylvania 17111 Blue Ball, Pennsylvania 17506
Phone: (717) 920-1698 Phone: (717) 354-3612
In addition to the proposed registration statement and proxy
statement/prospectus, the Company and PennRock 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 the Company
or PennRock at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC's other public reference rooms in New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. The Company's and PennRock's
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.
The Company, PennRock 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 merger agreement. Information concerning
such officers and directors is included in the parties' proxy statements for
their annual meetings of shareholders in 2004, previously filed with the SEC.
These documents are available for free on the SEC's website at
http://www.sec.gov and they are also available at no charge from the companies.
You may direct a request for these documents to the officers identified above.
Item 9.01. Financial Statements, Proforma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99.1 Press release of Community Banks, Inc. dated January 18, 2005.
99.2 Fiscal Insight - December 31, 2004.
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: January 18, 2005 /s/ Donald F. Holt
-----------------------------
Donald F. Holt
Executive Vice President and
Chief Financial Officer