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 - May 28, 1996
TOWER BANCORP, INC.
-------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 2-89573 25-1445946
- --------------- ----------------- ------------
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification
of incorporation) Number)
Center Square
Greencastle, Pennsylvania 17225
- -------------------------- ---------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number
including area code: (717) 597-2137
---------------------
N/A
- -----------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
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.
On April 3, 1996, at the Annual Meeting of
Shareholders, the shareholders of the Registrant
approved and adopted an amendment to Article 5 of the
amended Articles of Incorporation to increase the
number of authorized shares of the Registrant's Common
Stock, par value $2.50 per share, from 1,000,000 shares
to 5,000,000 shares. Articles of Amendment were filed
with the Commonwealth of Pennsylvania Department of
State, Corporation Bureau on May 13, 1996 at which
time the amendment to the Articles of Incorporation
became effective.
The registrant hereby files its amended Articles of
Incorporation which contains the amendment to Article
5 thereof. See Item 7 and Exhibit 3(i) below.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibit:
3(i) Registrant's Articles of Incorporation, as
amended
99 Registrants's Notice of Amendment to Articles
of Incorporation
Item 8. Change in Fiscal Year.
Not Applicable.
- 2 -
<PAGE>
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.
TOWER BANCORP, INC.
(Registrant)
Dated: May 22, 1996 /s/ Jeff B. Shank
------------------------
Jeff B. Shank, President
and Chief Executive Officer
(Principal Executive Officer)
- 3 -
:58822
EXHIBIT 3(i)
REGISTRANT'S AMENDED
ARTICLES OF INCORPORATION
<PAGE>
DSCB204 (Rev:81) PLEASE INDICATE (CHECK ONE) FEE
TYPE CORPORATION: $75.00
ARTICLES OF X DOMESTIC BUSINESS
INCORPORATION CORPORATION
DOMESTIC BUSINESS
COMMONWEALTH OF CORPORATION
PENNSYLVANIA A CLOSE CORPORATION - COMPLETE
DEPARTMENT OF STATE PACK
CORPORATION BUREAU
308 NORTH OFFICE DOMESTIC PROFESSIONAL
BUILDING, HARRISBURG, CORPORATION
PA 17120 ENTER BOARD LICENSE NO.
_________________________________________________________________
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR
UNLESS EXEMPT UNDER 15 P.S. 2908 B)
Tower Bancorp, Inc.
_________________________________________________________________
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX
NUMBER NOT ACCEPTABLE)
Center Square
_________________________________________________________________
012 CITY 033 COUNTY 013 STATE 064 ZIP CODE
Greencastle Franklin Pennsylvania 17225
_________________________________________________________________
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION
To have unlimited power to engage in and do any lawful act
concerning any or all lawful business for which corporations may
be incorporated under the provisions of the Business Corporation
Law of the Commonwealth of Pennsylvania.
SEE ATTACHED SHEET FOR ADDITIONAL ARTICLES
(ATTACH 8-1/2 X 11 SHEET IF NECESSARY)
_________________________________________________________________
The Aggregate Number of Shares, Classes of Shares and Par Value
of Shares Which the Corporation Shall have Authority to Issue:
040 Number and 041 Stated Par 042 Total 031 Term of
Class of Value Per Authorized Existence
Shares Share, If Any Capital
One Million $2.50 $2,500,000 Perpetual
1,000,000
Shares, Common
Stock
_________________________________________________________________
The Name and Address of Each Incorporator, and the Number and
Class of Shares Subscribed to by each Incorporator:
(Street,
City, Number and
060 Name 061, 062 State, Class of
063, 064 Address Zip Code) Shares
David S. Dickey 335 S. Ridge Ave., 1 share
Greencastle, PA 17225 common stock
Nelson Elliott 204 S. Allison St., 1 share
Greencastle, PA 17225 common stock
Paul R. Foust 174 Orchard Circle, 1 share
Greencastle, PA 17225 common stock
- -----------------------------------------------------------------
See Attached Sheet for Additional Incorporators
(ATTACH 8-1/2 x 11 SHEET IF NECESSARY)
_________________________________________________________________
IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND
SEALED THE ARTICLES OF INCORPORATION THIS 6TH DAY OF OCTOBER,
1983.
/s/ David S. Dickey /s/ Paul R. Foust
______________________________ ______________________________
/s/ Nelson Elliott /s/ Harold Gayman
______________________________ ______________________________
_________________________________________________________________
- FOR OFFICE USE ONLY -
<PAGE>
83611047
TOWER BANCORP, INC.
ARTICLES OF INCORPORATION
ADDITIONAL ARTICLES
7. No merger, consolidation, liquidation or dissolution of
this corporation nor any action that would result in the sale or
other disposition of all or substantially all of the assets of
this corporation shall be valid unless first approved by the
affirmative vote of the holders of at least sixty-six and two-
thirds (66 2/3) percent of the outstanding shares of Common Stock
of this corporation. This Article 7 may not be amended unless
first approved by the affirmative vote of the holders of at least
sixty-six and two-thirds (66 2/3) percent of the outstanding
shares of Common Stock of this corporation.
8. Cumulative voting rights shall not exist with respect
to the election of directors.
9. (a) The Board of Directors may, if it deems it
advisable, oppose a tender or other offer for the corporation's
securities, whether the offer is in cash or in the securities of
a corporation or otherwise. When considering whether to oppose
an offer, the Board of Directors may, but is not legally
obligated to, consider any relevant, germane or pertinent issue;
by way of illustration, but not to be considered any limitation
on the power of the Board of Directors to oppose a tender or
other offer for this corporation's securities, the Board of
Directors may, but shall not be legally obligated to, consider
any or all of the following:
(i) Whether the offer price is acceptable based on the
historical and present operating results or
financial condition of the corporation;
(ii) Whether a more favorable price could be obtained
for the corporation's securities in the future;
(iii) The impact which an acquisition of the corporation
would have on the shareholders, employees,
depositors and customers of the corporation and
its subsidiaries and the communities which they
serve;
(iv) The reputation and business practices of the
offeror and its management and affiliates as they
would affect the shareholders, employees,
depositors and customers of the corporation and
its subsidiaries and the future value of the
corporation's stock;
(v) The value of the securities (if any) which the
offeror is offering in exchange for the
corporation's securities, based on an analysis of
the worth of the corporation as compared to the
corporation or other entity whose securities are
being offered; and
(vi) Any antitrust or other legal and regulatory issues
that are raised by the offer.
(b) If the Board of Directors determines that an
offer should be rejected, it may take any lawful action to
accomplish its purpose, including, but not limited to, any or all
of the following: advising shareholders not to accept the offer;
litigation against the offeror; filing complaints with all
governmental and regulatory authorities; acquiring the offeror
corporation's securities; selling or otherwise issuing authorized
but unissued securities or treasury stock or granting options
with respect thereto; acquiring a company to create an antitrust
or other regulatory problem for the offeror; and obtaining a more
favorable offer from another individual or entity.
<PAGE>
83611048
TOWER BANCORP, INC.
ARTICLES OF INCORPORATION
ADDITIONAL INCORPORATORS AND SIGNATURES
061, 062 (Street, City, Number &
060 Name 063, 064 Address State & Zip Code) Class of Shares
- -----------------------------------------------------------------
Harold 5450 Stamy Hill Rd., Waynesboro, PA 1 share, common
Gayman 17268 stock
Dwight 12113 Country Club Rd., Waynesboro, 1 share, common
L. Grove PA 17268 stock
Kermit G. 598 Meadowview Cir., Greencastle, 1 share, common
Hicks PA 17225 stock
Aldine 29 Williamson Ave., Greencastle, 1 share, common
Martin PA 17225 stock
James P. 190 Apple Dr., Greencastle, PA 17225 1 share, common
Oliver stock
C. B. 789 Leitersburg Pk., Greencastle, 1 share, common
Shank PA 17225 stock
Howard 9750 Welsh Run Rd., Mercersburg, 1 share, common
Stouffer PA 17236 stock
IN TESTIMONY WHEREOF, the incorporators have signed and
sealed the Articles of Incorporation this 6th day of October,
1983.
/s/ Dwight L. Grove /s/ James P. Oliver
- ----------------------- ---------------------
Dwight L. Grove James P. Oliver
/s/ Kermit G. Hicks /s/ C. B. Shank
- ----------------------- ----------------------
Kermit G. Hicks C. B. Shank
/s/ Aldine Martin /s/ Howard Stouffer
- ----------------------- ----------------------
Aldine Martin Howard Stouffer
<PAGE>
Microfilm Number ________________ Filed with the Department
of State on May 13, 1996
Entity Number ___________________ /s/
-------------------------
Secretary of the
Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to Articles of Amendment), the undersigned
business corporation, desiring to amend its Articles, does hereby
certify and state that:
1. The Name of the Corporation is:
Tower Bancorp, Inc.
2. The Address, including street and number, of its
Registered Office in this Commonwealth is (The
Department of State is hereby authorized to correct the
following statement to conform to the records of the
Department):
Center Square, Greencastle, Franklin County,
Pennsylvania 17225
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5, 1933,
P.L. 364, as amended.
4. The Date of its Incorporation is:
October 12, 1983
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly approved and adopted, and
proposed to the Shareholders by the Board of Directors
of the Corporation at a Meeting of the Board of
Directors of the Corporation duly called, convened and
held on November 8, 1995. The amendment was duly
adopted by the Shareholders of the Corporation pursuant
to Section 1914(a) and (b) of the Business Corporation
Law of 1988, as amended, at the 1996 Annual Meeting of
Shareholders of the Corporation duly called, convened
and held pursuant to a Notice of Annual Meeting of
<PAGE>
Shareholders, Proxy Statement, and Form of Proxy dated
March 6, 1996, and first sent on or about March 6,
1996, by United States Mail, first class postage
prepaid, to the Shareholders of record as of the Record
Date of February 19, 1996. The 1996 Annual Meeting of
Shareholders was held at 1:30 p.m. (Eastern Time), on
Wednesday, April 3, 1996, at The Rescue Hose Company
Special Events Center, 407 South Washington Street,
Greencastle, Pennsylvania. The total number of shares
outstanding was 422,752 with each share entitled to one
vote. The total number of shares entitled to vote was
422,752. The total number of shares that voted for the
amendment was 286,850; the total number of shares that
voted against the amendment was 6,407; and the total
number of shares that abstained from voting on the
amendment was 2,760. Thus, the amendment was approved
and adopted by 67.85 percent of the outstanding shares
of Common Stock of the Corporation, which constitutes
more than the requisite percentage (a majority) of the
outstanding shares of Common Stock required to approve
and adopt the amendment.
6. The Amendment Adopted by the Corporation set forth in
full is:
5. (a) The aggregate number of shares which the
Corporation shall have authority to issue is:
5,000,000 shares of common stock of the par
value of $2.50 per share (the "Common Stock")
and 500,000 shares of preferred stock with a par
value of $2.50 per share (the "Preferred Stock")
with a total authorized capital of $13,750,000.
(b) The Preferred Stock of the Corporation may, from
time to time, be divided into and issued in one
or more series of shares, each of which series
shall be so designated as to distinguish the
shares thereof from the shares of all other
series. All shares within any series of
Preferred Stock shall be identical. There may
be variations between different series of
Preferred Stock, namely, the rate of dividend,
the right of redemption, and the price at, and
the terms and conditions on, which shares may be
redeemed, the amounts payable upon shares in the
event of voluntary or involuntary liquidation,
sinking fund provisions for the redemption or
purchase of shares, the right of conversion, and
the terms and conditions on which shares may be
converted in the event the shares of any series
of Preferred Stock are issued with the privilege
of conversion. Different series of Preferred
Stock shall not be construed to
<PAGE>
constitute different classes of shares for the
purpose of voting by classes under Pennsylvania
Business Corporation Law.
(c) The Board of Directors of the Corporation is
hereby expressly vested with the authority, by
resolution, from time to time, to divide the
Preferred Stock of the Corporation into one or
more series as aforesaid, to fix and determine
the variable relative rights and preferences of
any series so established, and to change
redeemed or reacquired shares of any one series
thereof into shares of another series.
7. The Amendment shall be Effective upon the filing of
these Articles of Amendment with the Commonwealth of
Pennsylvania, Department of State, Corporation Bureau.
<PAGE>
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer and its corporate seal, duly attested by another such
officer, to be hereunto affixed this 3rd day of April, 1996.
Attest: TOWER BANCORP, INC.
/s/ John McDowell By: /s/ Jeff B. Shank
- ----------------------- ---------------------
John McDowell Jeff B. Shank
Secretary President
- ------------------------ ---------------------
(TITLE: SECRETARY, (TITLE: PRESIDENT, VICE
ASSISTANT SECRETARY, ETC.) PRESIDENT, ETC.)
(CORPORATE SEAL)
<PAGE>
87271527
DSCB BCL-806 (Rev 8-72)
Filing Fee: $40
AB-2
Articles of Filed this 2nd day of April
Amendment - 1987
Domestic Business Commonwealth of Pennsylvania
Corporation Department of State
/s/
----------------------------
Secretary of the Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of section 806 of the
Business Coloration Law, act of May 5, 1933 (P.L. 364. S. Section
1806), the undersigned corporation, desiring to amend its
Articles, does hereby certify that:
1. The Name of the Corporation is:
Tower Bancorp, Inc.
2. The location of its registered office in this
Commonwealth is (the Department of State is hereby
authorized to correct the following statement to
conform to the records of the Department):
Center Square, Greencastle, Pennsylvania 17225
3. The Statute by or under which it was Incorporated is:
Business Corporation Law, Act of May 5,
1933, as amended.
4. The Date of its Incorporation is:
October 6, 1983
5. (Check, and if appropriate, complete one of the
following):
[X] The meeting of the shareholders of the corporation at
which the amendment was adopted was held at the time
and place and pursuant to the kind and period of
notice herein stated.
Time: The first day of April, 1987.
Place: Rescue Hose Company Special Events Center, 407
Washington St., Greencastle, PA 17225
Kind and period of notice: Written Notice and Proxy
Statement mailed to shareholders of record on
March 3, 1987.
[ ] The amendment was adopted by a consent in writing,
setting forth the action so taken, signed by all
of the shareholders entitled to vote theron and filed
with the Secretary of the corporation.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was:
319,506
(b) The number of shares entitled to vote was:
319,506
<PAGE>
87271528
7. In the action taken by the shareholders:
(a) The number of shares voted in favor of the
amendment was:
210,719
(b) The number of shares voted against the amendment
was:
3,386
8. The amendment adopted by the shareholders, set forth in
full, is as follows:
Article 5 of the Articles of Incorporation is amended to
read as set forth on the attached sheet.
IN TESTIMONY WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer and its corporate seal, duly attested by another such
officer, to be hereunto affixed this first day of April, 1987.
TOWER BANCORP, INC.
Attest:
/s/ Jeff Shank By: /s/ C. B. Shank
- ------------------------ ------------------------
Jeff Shank, Secretary C. B. Shank, President
(CORPORATE SEAL)
INSTRUCTIONS FOR COMPLETION OF FORM
A. Any necessary copies of Form DSCB: 17.2 (Consent to
Appropriation of Name) or Form DSCB: 17.3 (Consent to
Use of Similar Name) shall accompany Articles of
Amendment effecting a change of name.
B. Any necessary governmental approvals shall accompany
this form.
C. Where action is taken by partial written consent
pursuant to the Articles, the second alternate of
Paragraph 5 should be modified accordingly.
D. If the shares of any class were entitled to vote as
class, the number of shares of each class so entitled
and the number of shares of all other classes entitled
to vote should be set forth in Paragraph 6(b).
E. If the shares of any class were entitled to vote as a
class, the number of shares of such class and the number
of shares of all other classes voted for and against
such amendment respectively should be set forth in
Paragraphs 7(a) and 7(b).
F. BCL Section 807 (15 P.S. Section 1807) requires that the
corporation shall advertise its intention to file or the
filing of Articles of Amendment. Proofs of publication
of such advertising should not be delivered to the
Department, but should be filed with the minutes of the
corporation.
DSCB:BCL - 806 (Rev. 8-72)-2
<PAGE>
87271529
TOWER BANCORP, INC.
ARTICLES OF AMENDMENT
Article 8 - Attachment
- ----------------------
5. The aggregate number of shares which the corporation
shall have authority to issue is: One Million (1,000,000) shares
of Common Stock of the par value of Two Dollars and Fifty Cents
($2.50) per share (the "Common Stock") and Five Hundred Thousand
(500,000) shares of Preferred Stock with a par value of Two
Dollars and Fifty Cents ($2.50) per share (the "Preferred Stock")
with a total authorized capital of Three Million Seven Hundred
and Fifty Thousand Dollars ($3,750,000).
The Preferred Stock of the corporation may, from time to
time, be divided into and issued in one or more series of shares,
each of which series shall be so designated as to distinguish the
shares thereof from the shares of all other series. All shares
within any series of Preferred Stock shall be identical. There
may be variations between different series of Preferred Stock,
namely, the rate of dividend, the right of redemption, and the
price at, and the terms and conditions on, which shares may be
redeemed, the amounts payable upon shares in event of voluntary
or involuntary liquidation, sinking fund provisions for the
redemption or purchase of shares, the right of conversion, and
the terms and conditions on which shares may be converted in the
event the shares of any series of Preferred Stock are issued with
the privilege of conversion. Different series of Preferred Stock
shall not be construed to constitute different classes of shares
for the purpose of voting by classes under the Pennsylvania
Business Corporation Law.
The Board of Directors of the corporation is hereby
expressly vested with the authority, by resolution, from time to
time to divide the Preferred Stock of the corporation into one or
more series as aforesaid, to fix and determine the variable
relative rights and preferences of any series so established, and
to change redeemed or reacquired shares of any one series thereof
into shares of another series.
EXHIBIT 99
NOTICE OF AMENDMENT TO
ARTICLES OF INCORPORATION
<PAGE>
TOWER BANCORP, INC.
NOTICE OF AMENDMENT TO
ARTICLES OF INCORPORATION
NOTICE is hereby given that Articles of Amendment to the
Articles of Incorporation of TOWER BANCORP, INC. (the "Company"),
a Pennsylvania business corporation and a bank holding company,
with its registered office at Center Square, Greencastle,
Franklin County, Pennsylvania 17225, were filed with the
Department of State of the Commonwealth of Pennsylvania on the
13th day of May, 1996, pursuant to the provisions of the Business
Corporation Law of 1988, as amended. The nature and character of
the amendment is to amend Article 5 of the Company's Articles of
Incorporation, as amended, in its entirety to increase the number
of authorized shares of the Company's Common Stock, par value
$2.50 per share, from 1,000,000 shares to 5,000,000 shares. The
amendment to Article 5 was approved and adopted by the
shareholders of the Company at the Annual Meeting of Shareholders
held on April 3, 1996. The amendment to the Articles of
Incorporation became effective upon filing with the Department of
State of the Commonwealth of Pennsylvania.
SHUMAKER WILLIAMS, P.C.
P.O. Box 88
Harrisburg, PA 17108
