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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
TALBOT BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 0-22929 52-2033630
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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.
On July 25, 2000, Talbot Bancshares, Inc. ("Talbot Bancshares") entered
into a Plan and Agreement to Merge (the "Merger Agreement") with Shore
Bancshares, Inc., a Maryland corporation ("Shore 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 Talbot Bancshares and of Shore
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 Talbot Bancshares on July 25, 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:
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2.1 Plan and Agreement to Merge, dated July 25, 2000, among Talbot
Bancshares, Inc. and Shore Bancshares, Inc.
99.1 Press Release, dated July 25, 2000 of Talbot Bancshares.
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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: July 27, 2000
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EXHIBIT INDEX
Exhibit Description
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2.1 Plan and Agreement to Merge, dated July 25, 2000, among
Talbot Bancshares, Inc. and Shore Bancshares, Inc.
99.1 Press Release, dated July 25, 2000 of Talbot Bancshares, Inc.
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