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): December 1, 2000
TALBOT BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 0-22929 52-2033630
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
18 East Dover Street, Easton, Maryland 21601
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code (410) 822-1400
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
The merger of Talbot Bancshares, Inc. with and into Shore Bancshares, Inc.
became effective as of the open of business on December 1, 2000. As a result of
the merger, Talbot Bancshares, Inc. stockholders received 2.85 shares of Shore
Bancshares, Inc. common stock in exchange for each share of Talbot Bancshares,
Inc. common stock. Cash will be paid in lieu of fractional shares. The shares of
Shore Bancshares Common Stock issued in connection with the merger were
registered under the Securities Act of 1933 pursuant to a Registration Statement
on Form S-4 (File No. 333-46890). This registration statement was declared
effective on October 16, 2000. The merger is described in greater detail in the
registration statement.
Pursuant to General Instruction F to Form 8-K, the press release dated December
1, 2000, announcing the consummation of the merger of Talbot Bancshares, Inc.
with and into Shore Bancshares, Inc. is attached to this Current Report as
Exhibit 99.1 and is hereby incorporated by reference.
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:
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2.1 First Amendment to Plan and Agreement to Merge, dated November 30,
2000, between Shore Bancshares, Inc. and Talbot Bancshares, Inc.
99.1 Press Release, dated December 1, 2000 of Talbot Bancshares, Inc.
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SIGNATURES
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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.
TALBOT BANCSHARES, INC.
By: /s/ W. Moorhead Vermilye
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Name: W. Moorhead Vermilye
Title: President, Talbot Bancshares, Inc.
Date: December 1, 2000
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EXHIBIT INDEX
Exhibit Description
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2.1 First Amendment to Plan and Agreement to Merge, dated November 30, 2000,
between Shore Bancshares, Inc. and Talbot Bancshares, Inc.
99.1 Press Release, dated December 1, 2000 of Talbot Bancshares, Inc.
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Exhibit 2.1
FIRST AMENDMENT TO THE PLAN AND AGREEMENT TO MERGE
First Amendment, dated as of November 30, 2000, (the "Amendment") to the
Plan and Agreement to Merge, dated as of July 25, 2000, (the "Plan") by and
among TALBOT BANCSHARES, INC. ("Talbot Bancshares"), a Maryland corporation, and
SHORE BANCSHARES, INC. ("Shore Bancshares"), a Maryland corporation.
W I T N E S S E T H:
WHEREAS, Shore Bancshares and Talbot Bancshares are parties to the Plan
whereby Talbot Bancshares has agreed to merge with and into Shore Bancshares,
with Shore Bancshares as the surviving entity.
WHEREAS, Shore Bancshares and Talbot Bancshares wish to amend certain
provisions under the Plan pursuant to Section 12 of the Plan in order to conform
certain representations and warranties made by the parties and to waive one of
the conditions to closing.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and the mutual benefits to be derived herefrom, the parties
agree as follows:
A G R E E M E N T:
1. Section 8.3 of the Plan is hereby amended by deleting that section in
its entirety and inserting the following in lieu thereof:
8.3 Events Preceding the Effective Date. Each of the events set forth
in Section 2 shall have occurred and any other required regulatory
approvals shall have been obtained.
2. Subsections 4.8(a), (b), and (e) of the Plan are hereby amended by
deleting those subsections in their entirety and inserting the following in lieu
thereof:
(a) any employment, consultation, or compensation contract or
arrangement (other than those terminable at will) with any current or
former officer, consultant, director, agent or employee (or beneficiary of
any of them);
(b) any plan, contract, program, understanding, or agreement
providing for bonuses, pensions, severance pay, executive compensation,
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options, stock purchases, or any other form of retirement, incentive or
deferred compensation, retirement payments, death benefits, profit sharing,
branch closing benefits, workers' compensation, tuition reimbursement or
scholarship program, any plans providing benefits or payments in the event
of a change in control, change in ownership, or sale of a substantial
portion (including all or substantially all) of the assets of Talbot
Bancshares or any of the Talbot Subsidiaries, or any health, accident,
disability, sick leave, vacation pay, life insurance, or other welfare
benefit, or any other employee or retired employee benefit (including,
without limitation, any "employee benefit plan" as defined in Section 3(3)
of ERISA) in which any current or former officer, consultant, employee,
director, or agent (or beneficiary of any of them) of Talbot Bancshares or
any of the Talbot Subsidiaries is or was, within the last six years,
entitled to participate;
(e) any agreement for services in excess of $30,000 per year (other
than any employment, arbitration or compensation contract or arrangement
with any current or former officer, consultant, director, agent or
employee) or any agreement for the purchase or disposition of any equipment
or supplies except individual purchase orders for office supplies incurred
in the ordinary course of business of $10,000 or less;
3. Subsections 4.12(c), (e), and (u) of the Plan are hereby amended by
deleting those subsections in their entirety and inserting the following in lieu
thereof:
(c) each of the plans has been operated in all material respects in
accordance with its terms and in accordance with all previously and
currently effective laws applicable to such plans, including, but not
limited to, ERISA, the Code, the Consolidated Omnibus Budget Reconciliation
Act of 1985, the Health Insurance Portability and Accountability Act of
1996, and state health care continuation laws;
(e) none of (i) the plans, (ii) the Talbot Subsidiaries, and (iii)
Talbot Bancshares, and to Talbot Bancshares' knowledge, (x) no current or
former director, officer, employee, agent, or representative of Talbot
Bancshares or any of the Talbot Subsidiaries, and (y) no fiduciary, "party
in interest" (as defined in Section 3(14) of ERISA) or "disqualified
person" (as defined in Section 4975 of the Code) with respect to any of the
plans has engaged in any non-exempt "prohibited transaction" in connection
with any of the plans within the meaning of Section 4975 of the Code or
Title I, Part 4 of ERISA as to which the applicable statute of limitations
has not run;
(u) none of the plans contains any provision which would prohibit the
transactions contemplated by this Plan or which, except as previously
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disclosed in writing to Shore Bancshares, would give rise to any severance,
termination, or other payments or liabilities, or any forgiveness of
indebtedness, vesting, distribution, increase in benefits, or obligations
to fund benefits as a result of the transactions contemplated by this Plan;
no payment that is owed or may become due any director, officer, employee,
independent contractor or agent of Talbot Bancshares or any of the Talbot
Subsidiaries in connection with a plan will be non-deductible to the payor
under Section 280G of the Code, and none of the Talbot Subsidiaries, Shore
Subsidiaries, Talbot Bancshares or Shore Bancshares will be required to
"gross up" or otherwise compensate any person in connection with a plan
because of the imposition of any excise tax under Section 4999 of the Code;
and
4. The Plan and all provisions thereof remain in full force and effect
unless specifically modified or amended hereby.
5. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument, and all signatures need not appear on any one
counterpart.
IN WITNESS WHEREOF, Shore Bancshares and Talbot Bancshares have caused this
Amendment to be duly executed by their respective presidents, and their
respective seals to be hereunto affixed and attested by their respective
secretaries, thereunto duly authorized as of the date first above written.
ATTEST: [SEAL] Talbot Bancshares, INC.
/s/ Susan E. Leaverton By: /s/ W. Moorhead Vermilye
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Susan E. Leaverton W. Moorhead Vermilye
Secretary President
ATTEST: [SEAL] Shore Bancshares, INC.
/s/ Mary Catherine Quimby /s/ Daniel T. Cannon
----------------------------------- ----------------------------------
Mary Catherine Quimby Daniel T. Cannon
Secretary President
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Exhibit 99.1
PRESS RELEASE
For Immediate Release - December 1, 2000
FOR MORE INFORMATION, CONTACT:
W. Moorhead Vermilye - President and Chief Executive Officer, Shore Bancshares,
Inc. (410) 822-1400
Daniel Cannon - Executive Vice President and Chief Operating Officer, Shore
Bancshares, Inc. (410) 758-1600
TALBOT BANCSHARES AND SHORE BANCSHARES
COMPLETE MERGER
Easton, Maryland, December 1, 2000 - Talbot Bancshares, Inc. (OTC BB:TABS.OB)
and Shore Bancshares, Inc. (OTC BB:SHBI.OB), headquartered in Easton, Maryland,
announced today that they have completed the merger of Talbot Bancshares into
Shore Bancshares. The acquisition was completed today following approval by
stockholders of both companies.
Under the terms of the merger agreement, stockholders of Talbot Bancshares
received 2.85 shares of Shore Bancshares common stock for each share of Talbot
Bancshares common stock, with fractional shares paid in cash. The exchange ratio
will result in the issuance of up to 3,407,272 new shares of Shore Bancshares
common stock in exchange for all 1,195,534 shares of Talbot Bancshares.
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"The merger of Talbot Bancshares and Shore Bancshares creates a premier banking
and financial services company headquartered on the Maryland Eastern Shore,"
commented W. Moorhead Vermilye, former President of Talbot Bancshares and the
new President and Chief Executive Officer of Shore Bancshares. "Although we are
merging our holding companies, our subsidiary banks will operate independently
in the communities they serve."
Daniel T. Cannon, former President and new Executive Vice President and Chief
Operating Officer of Shore Bancshares, noted, "this merger will allow The Talbot
Bank of Easton, Maryland and The Centreville National Bank of Maryland the
opportunity to provide their customers more convenience and a broader array of
financial services."
This news release contains, among other things, certain forward-looking
statements regarding the combined company following the merger. Such
forward-looking statement involve certain risks and uncertainties, including a
variety of factors that may cause the combined company's actual results to
differ materially from the anticipated results or other expectations expressed
in such forward-looking statements.
Shore Bancshares, now headquartered in Easton, Maryland, is a two-bank holding
company and parent company of The Talbot Bank of Easton, Maryland, a commercial
bank providing general commercial banking services in Talbot and Dorchester
Counties in Maryland, and The Centreville National Bank of Maryland, a national
banking association operating five full service branch offices serving Queen
Anne's, Caroline and Kent Counties in Maryland. The banks provide a full range
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of financial services to individuals, business and other organizations. Shore
Bancshares' Common Stock is quoted on the OTC Bulletin Board under the symbol
"SHBI".
