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 15, 2004
SHORE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Maryland 0-22345 52-1974638
(State or other jurisdiction of (Commission file number) (IRS Employer
incorporation or organization) Identification No.)
18 East Dover Street, Easton, Maryland 21601
(Address of principal executive offices) (Zip Code)
(410) 822-1400
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events and Required FD Disclosure.
Overview
On November 12, 2003, Shore Bancshares, Inc. ("Shore Bancshares")
and Midstate Bancorp, Inc. ("Midstate Bancorp") announced the execution of a
definitive merger agreement (the "Merger Agreement"). Under the terms of the
Merger Agreement, which was unanimously approved by the boards of both
companies, Midstate Bancorp will merge with and into Shore Bancshares. The
Merger Agreement provides that each outstanding share of Midstate Bancorp common
stock will be exchanged for (i) $31.00 in cash plus (ii) between 0.8513 to
0.9015 shares of Shore Bancshares common stock, depending on the price of Shore
Bancshares common stock prior to the merger, with cash being paid in lieu of
fractional shares. The Merger Agreement further provides that, in lieu of shares
of Shore Bancshares common stock, any Midstate Bancorp stockholder holding fewer
than 50 shares will receive the cash value of the shares of Shore Bancshares
common stock into which their shares would otherwise be converted.
Amendment
On January 15, 2004, Shore Bancshares and Midstate Bancorp entered into an
amendment to the Merger Agreement to revise the provisions relating to the cash
to be paid to Midstate Bancorp stockholders holding fewer than 50 shares of
Midstate Bancorp common stock in lieu of shares of Shore Bancshares common
stock. Under the amended Merger Agreement, these Midstate Bancorp stockholders
will be entitled to receive the same merger consideration as that paid to
Midstate Bancorp stockholders who hold at least 50 shares.
The Merger is subject to the approval of regulatory agencies and Midstate
Bancorp stockholders. The Merger is expected to close during the first quarter
of 2004, but the exact timing of the closing will depend on the receipt of these
approvals.
Available Information
Shore Bancshares and Midstate Bancorp will prepare and Shore Bancshares will
file a proxy statement/prospectus with the Securities and Exchange Commission
relating to the proposed merger. Investors and stockholders of Midstate Bancorp
are urged to read the proxy statement/prospectus when it becomes available,
because it will contain important information about the proposed merger.
Investors and stockholders of Midstate Bancorp will be able to obtain a free
copy of the proxy statement/prospectus, as well as other filings containing
information about Shore Bancshares, without charge, at the Securities and
Exchange Commission's Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to Shore Bancshares,
Inc., 18 E. Dover Street, Easton, Maryland 21601, Attention: Treasurer
(410-822-1400).
The statements contained in this filing are for information purposes only and
are not intended as an offer or a solicitation with respect to the purchase or
sale of any security.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SHORE BANCSHARES, INC.
Dated: January 15, 2004 By: /s/ W. Moorhead Vermilye
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W. Moorhead Vermilye
President and CEO