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 (Date of earliest event reported):September 18, 1997
__________________
Comm Bancorp, Inc.
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania 0-17455 23-2242292
_______________________________ ______________ ________________
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation) file number) Identification No.)
521 Main Street, Forest City, Pennsylvania 18421
__________________________________________ _________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717)785-3181
_____________
Former name or former address, if changed from last report:
Not Applicable.
Page 1 of 5
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
An amendment to Article 16 of the Registrant's Amended Articles of
Incorporation was effective on September 18, 1997. Such amendment
relaxed the 75% supermajority voting requirement to approve a
Fundamental Transaction in which the Registrant is the surviving or
continuing entity to an affirmative vote of a majority of the
outstanding shares of the Registrant's common stock. In all other
Fundamental Transactions, holders of 75% of the shares of the
Registrant's common stock shall affirmatively vote to approve such
transaction.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Copy of amended Item 16 from the Company's Amended Articles
of Incorporation as of September 18, 1997.
99.2 Summary of the results of matters submitted for vote at the
Company's Shareholder Meeting conducted on September 12, 1997.
Item 8. Change in fiscal year.
Not Applicable.
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.
COMM BANCORP, INC.
__________________
(Registrant)
Date: September 18, 1997 /s/ Scott A. Seasock
____________________
Scott A. Seasock
Chief Financial Officer
EXHIBIT 99.1
COMM BANCORP, INC.
ARTICLES OF AMENDMENT
7. The amendment adopted by the corporation, set forth in full, is as follows:
16. Stockholder Action
No merger, consolidation, liquidation or dissolution of the
Corporation nor any action that would result in the sale or other disposition of
all or substantially all of the assets of the Corporation (the foregoing
transactions referred to collectively as a "Fundamental Transaction") shall be
valid unless approved by the affirmative vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of Common Stock; provided,
however, that if the Corporation shall be the surviving or continuing entity to
a Fundamental Transaction, then, in such case, the Fundamental Transaction shall
be valid by the approval of the affirmative vote of the holders of a majority of
the outstanding shares of the Common Stock. This Article 16 may not be amended
unless first approved by the affirmative vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of Common Stock.
EXHIBIT 99.2
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of stockholders held on September 12, 1997, for
which proxies were solicited pursuant to Section 14 under the Securities
Exchange Act of 1934, the following matters were voted upon by stockholders:
1. To fix the number of directors to be elected at ten (10);
2. To elect ten (10) directors to serve for a one-year term and until their
successors are duly elected and qualified;
3. To approve an amendment to Article 16 of the Amended Articles of
Incorporation;
4. To ratify the selection of Kronick Kalada Berdy & Co. of Kingston,
Pennsylvania, Certified Public Accountants, as the independent auditors for
the Company for the year ending December 31, 1997.
All nominees of the Board of Directors were elected. The number of votes cast
for or opposed to each of the nominees for election to the Board of Directors
were as follow:
NOMINEE FOR AGAINST
__________________________ _________ _______
David L. Baker 1,761,607 600
William F. Farber, Sr. 1,761,607 600
Judd B. Fitze 1,738,897 23,310
John P. Kameen 1,762,207 ----
Erwin T. Kost 1,755,707 6,500
William B. Lopatofsky 1,762,207 ----
J. Robert McDonnell 1,762,207 ----
Joseph P. Moore, Jr. 1,761,607 600
Theodore W. Porosky 1,725,997 36,210
Eric Stephens 1,762,207 ----
Matter numbers one, three and four were approved by stockholders at the meeting.
The votes cast on each of those matters were as follows:
MATTER FOR AGAINST
______ _________ _______
1 1,765,215 18,402
3 1,737,027 19,469
4 1,766,145 17,472
