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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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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EXPLANATORY NOTE.
On April 2, 2009, Penseco Financial Services Corporation, a Pennsylvania
corporation ("Penseco") filed a Form 8-K to report under Item 2.01 thereof that
it had, on April 1, 2009, 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"). In
response to Item 9.01(a) and (b) of such Form 8-K, Penseco stated that it would
file the required financial statements of the business acquired and pro forma
financial information by amendment. This Form 8-K/A is being filed to provide
the required financial statements and pro forma financial information.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The audited balance sheet of Old Forge as of December 31, 2008 and the
statements of income, changes in stockholders' equity, and cash flows of Old
Forge for each of the two years in the period ended December 31, 2008, and the
notes related thereto, are hereby incorporated by reference to Exhibit 99.2
hereto.
The Independent Auditor's Report dated February 27, 2009, is hereby
incorporated by reference to Exhibit 99.2 hereto.
The unaudited condensed balance sheet of Old Forge as of March 31, 2009
and the unaudited condensed statements of income, and cash flows of Old Forge
for the three months ended March 31, 2009, and the notes related thereto, are
hereby incorporated by reference to Exhibit 99.3.
(b) Pro Forma Financial Information
The pro forma financial information reflecting the merger is hereby
incorporated by reference to Exhibit 99.4 hereto.
(d) 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 (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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99.2 The audited balance sheet of Old Forge as of
December 31, 2008 and the statements of income,
changes in stockholders' equity, and cash flows
of Old Forge for each of the two years in the
period ended December 31, 2008, and the notes
related thereto, and the Independent Auditor's
Report dated February 27, 2009, are hereby
incorporated by reference to Exhibit 99.2
hereto.**
99.3 The unaudited condensed balance sheet of Old
Forge as of March 31, 2009 and December 31, 2008
and the unaudited condensed statements of income,
and cash flows of Old Forge for the three months
ended March 31, 2009 and 2008, and the notes
related thereto.**
99.4 Unaudited condensed pro forma financial
information as of and for the year ended December
31, 2008 and the quarter ended March 31, 2009
(incorporated by reference to Note 11 of the
notes to financial statements included in the
registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 2009, filed with the
Securities and Exchange Commission on May 11,
2009).
* Previously filed.
** Filed herewith.
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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: June 12, 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.*
99.2 The audited balance sheet of Old Forge as of
December 31, 2008 and the statements of income, changes in
stockholders' equity, and cash flows of Old Forge for each of
the two years in the period ended December 31, 2008, and the
notes related thereto, and the Independent Auditor's Report
dated February 27, 2009, are hereby incorporated by reference
to Exhibit 99.2 hereto.**
99.3 The unaudited condensed balance sheet of Old Forge as of
March 31, 2009 and December 31, 2008 and the unaudited
condensed statements of income, and cash flows of Old Forge
for the three months ended March 31, 2009 and 2008, and the
notes related thereto.**
99.4 Unaudited condensed pro forma financial information as of and
for the year ended December 31, 2008 and the quarter ended
March 31, 2009 (incorporated by reference to Note 11 of the
notes to financial statements included in the registrant's
quarterly report on Form 10-Q for the quarter ended March 31,
2009, filed with the Securities and Exchange Commission on
May 11, 2009).
* Previously filed.
** Filed herewith.