<Page>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 5, 2008
PENSECO FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 000-23777 23-2939222
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
150 NORTH WASHINGTON AVENUE, SCRANTON, PENNSYLVANIA, 18503-1848
(Address of principal executive offices) (Zip code)
(570)-346-7741
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K 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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
<Page>2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 5, 2008, Penseco Financial Services Corporation, a
Pennsylvania corporation ("Penseco"), its direct wholly-owned subsidiary, Penn
Security Bank and Trust Company, a Pennsylvania commercial bank and trust
company ("Penn Security"), and Old Forge Bank, a Pennsylvania commercial bank
("Old Forge"), entered into an Agreement and Plan of Merger ("merger
agreement"). The merger agreement provides that, upon the terms and subject to
the conditions set forth in the merger agreement, Old Forge, in a two-step
transaction, will merge with and into Penn Security, with Penn Security
continuing as the resulting institution in the Merger (the "merger"). Following
the merger, Penn Security will continue to operate as the banking subsidiary of
Penseco. Each of the directors of Old Forge, as well as one shareholder holding
approximately 9.99% of the voting power of Old Forge, has entered into a voting
agreement with Penseco to vote all of his, her or its shares of Old Forge common
stock for approval of the merger agreement and merger.
At the effective time and as a result of the merger, each issued and
outstanding share of common stock, $2.50 par value per share, of Old Forge will
be converted, at the election of the holder thereof, into the right to receive
Penseco common stock, or cash, or a mixture of Penseco common stock and cash,
having a value equivalent to the sum of (i) $31.127 in cash and (ii) a number of
shares of Penseco common stock equal to $72.631 divided by a pre-closing average
Penseco common stock price described in the merger agreement, subject to a
minimum of 1.8261 shares of Penseco common stock and a maximum of 2.0183 shares
of Penseco common stock (collectively, the "merger consideration"). Old Forge
shareholders will be entitled to elect to receive the merger consideration in
shares of Penseco common stock, in cash or in a combination of stock and cash,
subject to proration if either stock or cash is oversubscribed. Notwithstanding
the foregoing, the merger agreement gives Penseco discretion to issue additional
cash consideration if any Old Forge shareholder would own greater than 5% of
Penseco following the transaction.
The initial board of directors of the resulting institution will be
comprised of all the current members of the directors of Penn Security and three
Old Forge directors.
It is a condition to the closing of the merger that Vincent O'Bell,
Executive Vice President and Chief Operating Officer of Old Forge and Michael
Jake, Executive Vice President and Chief Financial Officer of Old Forge, enter
into an employment protection agreement with Penseco which contemplates that Mr.
O'Bell and Mr. Jake will be entitled to salary continuation and other benefits
in the event that their service with the resulting institution is terminated
without cause or they resign for good reason.
Penseco, Penn Security and Old Forge have made representations, warranties
and covenants in the merger agreement, including, among others, with respect to
Old Forge, covenants to conduct its business in the ordinary course between the
execution of the merger agreement and consummation of the merger and not to
engage in certain kinds of transactions during this period. Penseco, Penn
Security and Old Forge have each agreed to use their respective reasonable best
efforts to consummate the merger, including using their reasonable best efforts
to take all steps necessary to obtain required regulatory approvals and
third-party consents. Old Forge has also made covenants to cause a meeting of
its shareholders to be held to consider approval of the merger agreement and
merger and for its board of directors, subject to certain exceptions, to
recommend adoption and approval of the merger agreement and merger to its
shareholders. In addition, Old Forge has agreed that neither it nor its
representatives will solicit proposals relating to alternative mergers,
acquisitions or similar transactions or, subject to certain exceptions, enter
into discussions or negotiations concerning, or furnish non-public information
in connection with, any such alternative transactions.
Consummation of the merger is subject to customary conditions, including
approval by Old Forge's shareholders, the registration of the offering by
Penseco of its common stock to the shareholders of Old Forge, the absence of any
legal prohibition on consummation of the merger, obtaining required regulatory
<Page>3
approvals, the accuracy of the representations and warranties (subject generally
to a material adverse effect standard), the material performance of all
covenants and obligations, having no more than a certain amount of Old Forge
shares dissent to the merger pursuant to Pennsylvania law, and the delivery of
customary legal opinions as to the federal tax treatment of the merger.
The merger agreement contains certain termination rights for both Old
Forge and Penseco, and further provides that, upon termination of the merger
agreement under specified circumstances, Old Forge will be required to pay
Penseco a termination fee of $1,856,000 or will be required to reimburse Penseco
for its expenses in connection with the transaction in an amount not to exceed
$575,000.
The foregoing description of the merger agreement does not purport to be
complete and is qualified in its entirety by reference to the merger agreement,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference in its entirety.
The merger agreement, which has been included to provide investors with
information regarding its terms, contains representations and warranties of each
of Penseco, Penn Security and Old Forge. The assertions embodied in those
representations and warranties were made for purposes of the merger agreement
and are subject to qualifications and limitations agreed by the respective
parties in connection with the negotiation of the terms of the merger agreement.
In addition, certain representations and warranties were made as of a specific
date, may be subject to a contractual standard of materiality different from
that which an investor might view as material, or may have been used for
purposes of allocating risk between the respective parties, rather than
establishing matters as facts. Investors should read the merger agreement
together with the other information concerning Penseco that it publicly files in
reports and statements with the United States Securities and Exchange Commission
(the "SEC").
Penseco will be filing a registration statement, which will include a
proxy statement/prospectus of Penseco and Old Forge, and other relevant
documents concerning the merger with the SEC. WE URGE INVESTORS TO READ THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain these documents free of charge at the SEC's website,
http://www.sec.gov/. In addition, documents filed with the SEC by Penseco will
be available free of charge by written request to Mr. Patrick Scanlon, Penn
Security Bank & Trust Company, 150 North Washington Avenue, Scranton,
Pennsylvania, 18503 or oral request to Mr. Scanlon at 570.346.7741, extension
2316.
This report contains certain forward-looking statements about the proposed
acquisition of Old Forge by Penseco. These statements include, among others,
statements regarding the composition of the board of directors following the
merger. Forward-looking statements can be identified by the fact that they do
not relate strictly to historical or current facts. They often include words
like "believe," "expect," "anticipate," "estimate," and "intend" or future or
conditional verbs such as "will," "would," "should," "could," or "may." Certain
factors that could cause actual results to differ materially from expected
results include delays in completing the merger, difficulties in achieving cost
savings from the merger or in achieving such cost savings within the expected
time frame, difficulties in integrating Penseco and Old Forge, increased
competitive pressures, changes in the interest rate environment, changes in
general economic conditions, legislative and regulatory changes that adversely
affect the business in which Penseco and Old Forge are engaged, changes in the
securities markets and other risks and uncertainties disclosed from time to time
in documents that Penseco files with the SEC.
<Page>4
ITEM 8.01 OTHER EVENTS.
On December 5, 2008, Penseco issued a press release announcing that it
had entered into the merger agreement with Old Forge. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed with this Form 8-K:
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of
December 5, 2008, by and among Penseco
Financial Services Corporation, Penn Security
Bank and Trust Company and Old Forge Bank
99.1* Press Release dated December 5, 2008*
* Previously filed.
<Page>5
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.
PENSECO FINANCIAL SERVICES CORPORATION
Date: December 9, 2008 By: /s/ Craig W. Best
-------------------------------
Craig W. Best
President and CEO