SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 25, 2000
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SHORE BANCSHARES, INC.
(Exact name of Registrant as specified in Charter)
Maryland 000-22345 52-1974638
(State or other Jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
109 North Commerce Street, Centreville, MD 21617
(Address of Principal Executive Offices/Zip Code)
Registrant's telephone number, including area code: (410) 758-1600
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On July 25, 2000, Shore Bancshares, Inc. ("Shore Bancshares") entered
into a Plan and Agreement to Merge (the "Merger Agreement") with Talbot
Bancshares, Inc., a Maryland corporation ("Talbot Bancshares"), which provides
for Talbot Bancshares to merge with and into Shore Bancshares (the "Merger") in
a pooling-of-interests transaction. Upon completion of the Merger, Shore
Bancshares will be the surviving entity. The Merger is conditioned upon, among
other things, the approvals of stockholders of Shore Bancshares and of Talbot
Bancshares and receipt of certain bank regulatory approvals. The Merger
Agreement is filed herewith as Exhibit 2.1 and is incorporated herein by
reference.
Under the Merger Agreement, each of the issued and outstanding shares
of Talbot Bancshares common stock will be converted into the right to receive
2.85 shares of Shore Bancshares common stock. In addition, all Talbot Bancshares
stock options will be exchanged for options to purchase shares of Shore
Bancshares common stock.
The actual number of shares of Shore Bancshares common stock to be
issued in the Merger to the holders of Talbot Bancshares common stock will be
based on the number of shares of Talbot Bancshares common stock outstanding
immediately prior to the effective date multiplied by a conversion ratio of
2.85.
The foregoing descriptions of the Merger Agreement, and the
transactions contemplated thereby, do not purport to be complete and are
qualified in their entirety by reference to the Merger Agreement, attached as an
exhibit hereto. A press release issued by Shore Bancshares on July 26, 2000
announcing the execution of the Merger Agreement is also attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) Not Applicable.
(c) Exhibits. The following exhibits are filed with this report:
2.1 Plan and Agreement to Merge, dated July 25, 2000, by and between Shore
Bancshares, Inc. and Talbot Bancshares, Inc.
99.1 Press Release, dated July 25, 2000 of Shore Bancshares, Inc., issued on
July 26, 2000.
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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.
SHORE BANCSHARES, INC.
Date: July 31, 2000 By: /s/ Daniel T. Cannon
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Daniel T. Cannon
President
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Plan and Agreement to Merge, dated July 25, 2000, by and between
Shore Bancshares, Inc. and Talbot Bancshares, Inc.
99.1 Press Release, dated July 25, 2000 of Shore Bancshares, Inc., issued
on July 26, 2000.
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