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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 (Date of earliest event reported): APRIL 1, 2009
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:
[ ] 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
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 1, 2009, Penseco Financial Services Corporation, a Pennsylvania
corporation ("Penseco"), completed its acquisition of Old Forge Bank, a
Pennsylvania commercial bank ("Old Forge") in accordance with the Agreement and
Plan of Merger ("merger agreement") by and among Penseco, its direct
wholly-owned subsidiary, Penn Security Bank and Trust Company, a Pennsylvania
commercial bank and trust company ("Penn Security"), and Old Forge, pursuant to
which Old Forge, in a two-step transaction, merged with and into Penn Security,
with Penn Security continuing as the resulting institution (the "merger").
As a result of the merger, Old Forge shareholders will receive an
aggregate of approximately $17.4 million in cash and 1,128,079 shares of Penseco
common stock. The value of the final merger consideration to be received by Old
Forge shareholders is approximately $102.28 per share of Old Forge common stock
based on the terms of the merger agreement, or approximately $56.9 million in
the aggregate based on the $35.00 per share last sale price of Penseco common
stock on March 31, 2009.
The foregoing does not purport to be a complete description of the merger
agreement and is qualified in its entirety by reference to the text of the
merger agreement. A copy of the merger agreement is attached as Annex A to the
Registration Statement on Form S-4/A (Registration No. 333-156925) filed by
Penseco with the Securities and Exchange Commission on February 11, 2009 and it
is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
In accordance with the terms of the merger agreement, effective April 1,
2009, former Old Forge directors, Joseph G. Cesare, M.D. and Senator Robert J.
Mellow have been added to the board of directors of Penseco and Penn Security.
In accordance with the terms of the merger agreement, each of Dr. Cesare and
Senator Mellow will be entitled to receive compensation for services on the
Penseco and Penn Security boards of directors in accordance with the general
director compensation policies of Penseco and Penn Security until the 2013
annual meeting of Penseco shareholders, whether or not either of them is serving
as a director of Penseco or Penn Security at any time during that period.
ITEM 8.01 OTHER EVENTS.
On April 1, 2009, Penseco issued a press release announcing the completion
of the merger and related matters. A copy of the press release announcing the
closing of the merger is filed as Exhibit 99.1 to this Current Report on Form
8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The financial statements required by this item will be filed by amendment
to this Current Report on Form 8-K as soon as practicable, but no later than 71
calendar days after the date this Current Report on Form 8-K is required to be
filed.
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(b) Pro Forma Financial Information
The pro forma financial information required by this item will be filed by
amendment to this Current Report on Form 8-K as soon as practicable, but no
later than 71 calendar days after the date this Current Report on Form 8-K is
required to be filed.
(d) Exhibits
The following exhibits are filed with this Form 8-K:
Exhibit No. Description
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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 (incorporated by
reference to Annex A to the Registration
Statement on Form S-4/A (Registration No.
333-156925) filed by Penseco with the Securities
and Exchange Commission on February 11, 2009)
99.1 Press Release dated April 1, 2009
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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: April 1, 2009 By: /s/ Craig W. Best
--------------------------------
Craig W. Best
President and CEO
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EXHIBIT INDEX
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
(incorporated by reference to Annex A to the Registration
Statement on Form S-4/A (Registration No. 333-156925) filed
by Penseco with the Securities and Exchange Commission on
February 11, 2009)
99.1 Press Release dated April 1, 2009