U. S. 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 26, 1998
TOWER BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 2-89573 25-1445946
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
Center Square
Greencastle, Pennsylvania 17225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (717) 597-2137
N/A
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(Former name or former address, if changed since last report)
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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.
By resolution of Registrant's Board of Directors, dated
December 10, 1997, vote of Registrant's shareholders, at the
Annual Meeting of Shareholders, on April 1, 1998, and
pursuant to Sections 1911, 1912 and 1914 of the Pennsylvania
Business Corporation Law of 1988, as amended (the "BCL"),
Article FIFTH of Registrant's Articles of Incorporation have
been amended to eliminate the designation of par value for
Registrant's securities. In addition, pursuant to resolution
of the Board of Directors of Registrant, dated May 13, 1998,
and pursuant to Section 1911(a), Registrant has amended and
restated the operative provisions of Registrant's Articles
of Incorporation, in their entirety. Articles of Amendment,
amending and restating Registrant's Articles of
Incorporation, were filed with the Department of State of
the Commonwealth of Pennsylvania on May 26, 1998, at which
time the amendment to Article FIFTH became effective.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibit:
3(i) Registrant's Amended and Restated Articles of
Incorporation.
Item 8. Change in Fiscal Year.
Not Applicable.
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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.
TOWER BANCORP, INC.
(Registrant)
Dated: May 27, 1998 /s/ Jeff B. Shank
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Jeff B. Shank, President and Chief
Executive Officer
(Principal Executive officer)
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EXHIBIT INDEX
Page Number in Manually
Exhibit No. Signed Original
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3(i) Registrant's Amended and 6
Restated Articles of Incorporation.
EXHIBIT 3(i)
REGISTRANT'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION
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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TOWER BANCORP, INC.
FIRST. The name of the Corporation is Tower Bancorp, Inc.
SECOND. The location and Post Office address of the Corporation's
registered office in this Commonwealth is Center Square, Greencastle,
Franklin County, Pennsylvania 17225.
THIRD. The Corporation was incorporated on October 12, 1983, under the
provisions of the Business Corporation Law, the Act approved May 5,
1993, P.L. 364, as amended (the "Pennsylvania Business Corporation
Law"). The purpose of the Corporation is and it shall 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
Pennsylvania Business Corporation Law.
FOURTH. The term of the Corporation's existence is perpetual.
FIFTH. A. The aggregate number of shares that the Corporation shall have
authority to issue is 5,000,000 shares of Common Stock (the "Common
Stock") and 500,000 shares of preferred stock (the "Preferred Stock").
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 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.
SIXTH. [Intentionally Omitted.]
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SEVENTH. 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.
EIGHTH. Cumulative voting rights shall not exist with respect to the
election of directors.
NINTH. 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.
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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.
