U.S. 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 - July 1, 1998
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FIRST NATIONAL COMMUNITY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2900790
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(State or other jurisdiction of (Commission File Number)
Incorporation) (IRS Employer Identification Number)
102 East Drinker Street,
Dunmore, Pennsylvania 18512-2491
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (717) 348-6438
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N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On July 1, 1998, First National Community Bancorp, Inc. (the
"Registrant") became the holding company for First National Community
Bank, a national banking association (the "Bank"). Pursuant to the
terms of the Plan of Reorganization, dated as of March 13, 1997, among
the Registrant, the Bank and First National Community Interim Bank
(the "Interim Bank"), a national banking association and a
wholly-owned subsidiary of the Registrant, the Bank merged with, into
the Interim Bank, under the charter of the Interim Bank and under the
name "First National Community Bank." The shareholders of the Bank
became the shareholders of the Registrant, and the Bank became the
wholly-owned subsidiary of the Registrant.
A detailed description of the transaction is set forth in the
Registrant's Prospectus, which is included in the Registrant's
Registration Statement No.333-24121 on Form S-4, filed with the
Securities and Exchange Commission on March 12, 1997, and as amended
on December 31, 1997, and June 2, 1998, which description is
incorporated herein by reference. In addition, a copy of the
Registrant's Press Release, dated July 1, 1998, is attached hereto as
Exhibit 99.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibits:
Exhibit 99
Press Release, dated July 1, 1998, re: Holding Company Formation.
Item 8. Change in Fiscal Year.
Not Applicable.
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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.
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Registrant)
Dated: July 1, 1998
/s/ William S. Lance
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William S. Lance
Treasurer
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EXHIBIT INDEX
Page No.
In Manually
Signed
EXHIBIT NO. Original
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99 Press Release, dated July 1, 1998, re: Holding 5
Company Formation.
EXHIBIT 99
Press Release
FOR IMMEDIATE RELEASE: DATE: July 1, 1998
Dunmore, Pennsylvania
PRESS RELEASE
FIRST NATIONAL COMMUNITY BANCORP, INC.
Contact Person: William S. Lance
Treasurer
(717) 348-6438
The Board of Directors of First National Community Bank is pleased to
announce that, effective July 1, 1998, First National Community Bank reorganized
into a one bank holding company, First National Community Bancorp, Inc. As part
of this transaction, each outstanding share of First National Community Bank
common stock, par value $1.25 per share, was exchanged, by operation of law, for
one share of First National Community Bancorp, Inc. common stock, par value
$1.25 per share. Shareholders do not need to take any action at this time.
However, share certificates bearing the name "First National Community Bank"
will need to be exchanged for certificates bearing the name "First National
Community Bancorp, Inc." Shareholders will receive more information concerning
the mechanics of the exchange in the near future.
The Board of Directors believes that First National Community Bancorp, Inc.
will provide the best organizational vehicle by which the Bank can continue and
enhance its mission to provide cost effective, quality financial services to the
community and its environs well into the future. The Board of Directors is
committed to preserving the community-oriented philosophy of the Bank and its
independence. By modernizing its organizational structure, the Bank is equipping
itself to compete in the challenging markets it will face in the next century.
First National Community Bank is a Dunmore, Pennsylvania based institution
approaching five hundred million dollars in total assets. First National
Community Bank has branches in Dunmore, Scranton, Dickson City, Wilkes-Barre,
Pittston and Kingston, Pennsylvania. The Bank has also announced plans to open
its eighth community office in Exeter, Pennsylvania, later this year pending
regulatory approval.
