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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 12 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported) December 31, 1997
Penseco Financial Services Corporation
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania Not Applicable 23-2939222
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
150 North Washington Avenue, Scranton, Pennsylvania 18503
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 346-7741
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On December 31, 1997, Penseco Financial Services Corporation (the
"Holding Company") became a bank holding company in accordance with the terms
of a Merger Agreement and Plan of Reorganization dated October 21, 1997 (the
"Merger Agreement"), by and among Penn Security Bank and Trust Company (the
"Bank"), Penn Security Interim Bank and Trust Company (the "Interim Bank" )
and the Holding Company. Pursuant to the Merger Agreement: (1) the Holding
Company was organized; (2) the Interim Bank was organized as a wholly-owned
subsidiary of the Holding Company; (3) the Interim Bank merged with and into
the Bank, with the Bank as the surviving institution; and (4) upon such
merger (i) the outstanding shares of common stock of the Bank, par value of
$10.00 per share, became, by operation of law, on a one-for-four basis,
common stock of the Holding Company, par value of $.01 per share, and (ii)
the common stock of the Interim Bank was repurchased and canceled. The Bank
became a wholly-owned subsidiary of the Holding Company, and the shareholders
of the Bank became shareholders of the Holding Company.
The common stock of the Bank was registered with the Federal Deposit
Insurance Corporation under the Securities Exchange Act of 1934 (the
"Exchange Act"). As a result of the merger and reorganization, the Holding
Company now meets the asset and shareholder criteria for registration and
reports under Section 12(g) of the Exchange Act and common stock of the
Holding Company is deemed registered under Section 12 of the Exchange Act, in
accordance with Rule 12g-3 of the Exchange Act.
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SIGNATURE
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 thereunto duly authorized.
PENSECO FINANCIAL SERVICES CORPORATION
By: /s/ Richard E. Grimm
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Richard E. Grimm
Executive Vice President
Dated: February 10, 1998
