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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: 03/06/09
(Date of earliest event reported)
PENSECO FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
000-23777
(Commission File Number)
PENNSYLVANIA 23-2939222
(State or other jurisdiction (IRS Employer of 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 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 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))
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ITEM 8.01 OTHER EVENTS.
On March 6, 2009, Penseco Financial Services Corporation ("the Company"), the
financial holding company of Penn Security Bank & Trust Company, and Old Forge
Bank issued a press release announcing that the election deadline for Old Forge
Bank ("Old Forge") shareholders to make stock or cash elections in connection
with the proposed merger of Old Forge and Penn Security Bank and Trust Company
is 5 p.m., New York City time, on March 18, 2009. The press release is included
as exhibit 99.1 to this current report and is furnished herewith.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company has filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 (Registration No. 333-156925) containing a
proxy statement addressed to the shareholders of Old Forge Bank ("Old Forge")
and a prospectus for the Company common stock to be offered in the merger of Old
Forge Bank and Penn Security Bank and Trust Company. A proxy statement has been
sent to shareholders of Old Forge seeking approval of the merger. Investors and
shareholders are urged to carefully read the registration statement, as amended,
and the proxy statement because they contain important information about the
merger. Investors and shareholders may obtain a free copy of the registration
statement and other documents filed with, or furnished to, the SEC by the
Company at the SEC's website at http://www.sec.gov. Copies of the registration
statement and other documents filed by the Company with the SEC may also be
obtained free of charge from the Company by directing a 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d.) Exhibits
99.1 Press Release, dated March 6, 2009, announcing the election
deadline for Old Forge Bank shareholders.
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SIGNATURE
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.
By: /s/ Craig W. Best
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Craig W. Best
President and CEO
Date: March 6, 2009