FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 2000 Commission file number: 33-18888
ORRSTOWN FINANCIAL SERVICES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 23-2530374
--------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
77 East King Street 17257
---------------------------------------- ----------
P.O. Box 250, Shippensburg, Pennsylvania (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (717) 532-6114
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filled by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
---- ----
Class Outstanding at August 4, 2000
---------------------------- -----------------------------
(Common Stock, no par value) 2,233,670
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
INDEX
Page
----
Part I - FINANCIAL INFORMATION
Item 1. Financial statements ( unaudited )
Condensed consolidated balance sheets - June 30, 2000
and December 31, 1999 3
Condensed consolidated statements of income - Three months
ended June 30, 2000 and 1999 4
Condensed consolidated statements of income - Six months
ended June 30, 2000 and 1999 5
Condensed consolidated statements of comprehensive income -
Three months & Six months ended June 30, 2000 and 1999 6
Condensed consolidated statements of cash flows - Six months
ended June 30, 2000 and 1999 7
Notes to condensed consolidated financial statements 8-9
Item 2. Management's discussion and analysis of financial condition
and results of operations 10-13
PART II - OTHER INFORMATION
Other Information 15
Signatures 16
Exhibits 17
<PAGE>
PART I - FINANCIAL INFORMATION
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999*
(Unaudited)
----------- ------------
ASSETS
(000 Omitted)
<S> <C> <C>
Cash and due from banks 11,133 8,585
Interest - bearing deposits with banks 93 115
Federal funds sold 0 0
Securities available for sale 63,567 60,455
Federal Home Loan Bank, Federal Reserve and
Atlantic Central Bankers Bank Stock, at cost
which approximates market value 2,134 1,509
Loans 192,733 180,691
Allowance for loan losses (2,554) (2,455)
--------- ---------
Net Loans 190,179 178,236
Bank premises and equipment, net 9,200 6,809
Accrued Interest receivable 1,784 1,599
Cash value-life insurance 5,502 5,384
Other assets 2,498 2,361
--------- ---------
Total assets 286,090 $ 265,053
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest bearing $ 30,013 $ 25,264
Interest bearing 182,571 179,125
--------- ---------
Total deposits 212,584 204,389
Federal funds purchased and other short
term borrowed funds 26,650 15,406
Long term borrowed funds 20,816 20,822
Accrued interest payable 411 422
Other liabilities 2,081 2,146
--------- ---------
Total liabilities 262,542 243,185
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, no par value - $ .1041 Stated value per share at June 30,
2000 and December 31, 1999, 10,000,000 shares authorized with 2,228,359
shares issued at June 30, 2000 and 2,218,291 issued
at December 31, 1999 232 231
Additional paid - in capital 18,888 18,498
Retained earnings 5,117 3,717
Accumulated other comprehensive income (loss) (689) (578)
--------- ---------
Total stockholders' equity 23,548 21,868
--------- ---------
Total liabilities and
stockholders' equity $ 286,090 $ 265,053
========= =========
</TABLE>
* Condensed from audited financial statements
The accompanying notes are an integral part of these condensed financial
statements.
Page 3
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended June 30, 2000 and 1999
(UNAUDITED)
2000 1999
(Unaudited) (Unaudited)
----------- -----------
(000 Omitted)
Interest and fees on loans $ 4,163 $ 3,550
Interest on federal funds sold 12 79
Interest and dividends on investment securities 1,145 801
Interest income on deposits with banks 3 3
----------- -----------
Total interest income 5,323 4,433
Interest Expense
Interest on deposits 1,795 1,590
Interest on borrowed money 676 351
----------- -----------
Total interest expense 2,471 1,941
----------- -----------
Net interest income 2,852 2,492
Provision for loan losses 75 90
----------- -----------
Net interest income after provision for loan
Losses 2,777 2,402
----------- -----------
Other Income
Service charges on deposits 287 298
Other service charges 149 130
Trust department income 277 231
Brokerage Income 106 120
Other income 80 83
Net gains on available for sale securities (1) (6)
----------- -----------
Total Other income 898 856
Other Expenses
Salaries and employee benefits 1,141 1,052
Net occupancy and equipment expenses 355 229
Other operating expenses 700 639
----------- -----------
Total other expense 2,196 1,920
Income before income tax 1,479 1,338
Income tax expenses 405 349
----------- -----------
Net income $ 1,074 $ 989
=========== ===========
Weighted average number of shares outstanding 2,226,313 2,059,406
Net income per share $ 0.48 $ 0.45
Cash dividends declared per share $ 0.14 $ 0.12
The accompanying notes are an integral part of these condensed financial
statements.
All per share amounts have been adjusted to give retroactive recognition to a
7 1/2% stock dividend effective November 19, 1999.
Page 4
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended June 30, 2000 and 1999
(UNAUDITED)
2000 1999
(Unaudited) (Unaudited)
----------- -----------
(000 Omitted)
Interest Income
Interest and fees on loans $ 8,081 $ 7,015
Interest on federal funds sold 61 159
Interest and dividends on investment securities 2,158 1,563
Interest income on deposits with banks 11 5
----------- -----------
Total interest income 10,311 8,742
Interest Expense
Interest on deposits 3,513 3,171
Interest on borrowed money 1,251 692
----------- -----------
Total interest expense 4,764 3,863
----------- -----------
Net interest income 5,547 4,879
Provision for loan losses 150 180
----------- -----------
Net interest income after provision for loan
Losses 5,397 4,699
----------- -----------
Other Income
Service charges on deposits 557 505
Other service charges 264 282
Trust department income 530 415
Brokerage Income 185 202
Other income 166 171
Net gains on available for sale securities (3) (15)
----------- -----------
Total Other income 1,699 1,560
Other Expenses
Salaries and employee benefits 2,317 2,053
Net occupancy and equipment expenses 710 444
Other operating expenses 1,306 1,252
----------- -----------
Total other expense 4,333 3,749
Income before income tax 2,763 2,510
Income tax expenses 740 672
----------- -----------
Net income $ 2,023 $ 1,838
=========== ===========
Weighted average number of shares outstanding 2,226,313 2,058,319
Net income per share $ 0.91 $ 0.83
Cash dividends declared per share $ 0.28 $ 0.24
The accompanying notes are an integral part of these condensed financial
statements.
All per share amounts have been adjusted to give retroactive recognition to a
7 1/2% stock dividend effective November 19, 1999.
Page 5
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended June 30, 2000 and 1999
(UNAUDITED)
2000 1999
------ ------
(000 Omitted)
Net Income $1,074 $ 989
Other comprehensive income, net of tax
Unrealized gain (loss) on investment securities
available for sale 28 (666)
Comprehensive Income $1,102 $ 323
====== ======
The accompanying notes are integral part of these condensed
financial statements.
********************************************************************************
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Six Months Ended June 30, 2000 and 1999
(UNAUDITED)
2000 1999
------- -------
(000 Omitted)
Net Income $ 2,023 $ 1,838
Other comprehensive income, net of tax
Unrealized gain (loss) on investment securities
available for sale (111) (876)
Comprehensive Income $ 1,912 $ 962
======= =======
The accompanying notes are integral part of these condensed
financial statements.
Page 6
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
AND ITS WHOLLY - OWNED SUBSIDIARY, ORRSTOWN BANK
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2000 and 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
(Unaudited) (Unaudited)
----------- -----------
(000 Omitted)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,023 $ 1,838
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 224 232
Provision for loan losses 150 180
Other, net (478) (538)
-------- --------
Net cash provided by operating activities 1,919 1,712
Cash flows from investing activities:
Net decrease in interest bearing
deposits with banks 22 6
Purchase of available for sale securities (10,737) (9,016)
Sales and maturities of available for sale
securities 6,828 3,829
Net (increase) in loans (12,093) (11,372)
Purchases of bank premises and equipment (2,592) (542)
-------- --------
Net cash (used) by investing activities (18,572) (17,095)
-------- --------
Cash flows from financing activities:
Net increase in deposits 8,195 4,771
Cash dividends paid (623) (534)
Dividend reinvestment plan purchases 391 143
Net increase in short term purchased funds 11,244 2,642
Payments on long term debt (6) (6)
-------- --------
Net cash provided by financing activities 19,201 7,016
-------- --------
Net increase (decrease) in cash and cash equivalents 2,548 (8,367)
Cash and cash equivalents at beginning of period 8,585 15,100
-------- --------
Cash and cash equivalents at end of period $ 11,133 $ 6,733
======== ========
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest $ 2,488 $ 3,887
Income Taxes 666 650
Supplemental schedule of noncash investing and financing activities:
Unrealized gain (loss) on investments available for
sale (net of deferred taxes of $(58) and $(450) at
June 30, 2000 and 1999, respectively) (111) (876)
The accompanying notes are an integral part of these condensed
financial statements.
</TABLE>
Page 7
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(UNAUDITED)
Review of Interim Financial Statements
The condensed consolidated financial statements as of and for the three and
six month periods ended June 30, 2000 and 1999 have been reviewed by
independent certified public accountants. Their report on their review is
attached as Exhibit 99 to this 10-Q
NOTE 1. Basis of Presentation
The financial information presented at and for the three months ended and
six months ended June 30, 2000 and 1999 is unaudited. Information presented
at December 31, 1999 is condensed from audited year-end financial
statements. However, unaudited information reflects all adjustments
(consisting solely of normal recurring adjustments) that are, in the
opinion of management, necessary for a fair presentation of the financial
position, results of operations and cash flows for the interim period.
NOTE 2. Principles of Consolidation
The consolidated financial statements include the accounts of the
corporation and its wholly-owned subsidiary, Orrstown Bank. All significant
intercompany transactions and accounts have been eliminated.
NOTE 3. Cash Flows
For purposes of the statements of cash flows, the corporation has defined
cash and cash equivalents as those amounts included in the balance sheet
captions " cash and due from banks " and " federal funds sold ". As
permitted by Statement of Financial Accounting Standards No. 104, the
corporation has elected to present the net increase or decrease in deposits
in banks, loans and time deposits in the statement of cash flows.
NOTE 4. Federal Income Taxes
For financial reporting purposes the provision for loan losses charged to
operating expense is based on management's judgment, whereas for federal
income tax purposes, the amount allowable under present tax law is
deducted. Additionally, certain expenses are charged to operating expense
in the period the liability is incurred for financial reporting purposes,
whereas for federal income tax purposes, these expenses are deducted when
paid. As a result of these timing differences, deferred income taxes are
provided in the financial statements. Income tax expense is less than the
amount calculated using the statutory tax rate primarily as a result of tax
exempt income earned from state and political subdivision obligations.
NOTE 5. Other Commitments
In the normal course of business, the bank makes various commitments and
incurs certain contingent liabilities which are not reflected in the
accompanying financial statements. These commitments include various
guarantees and commitments to extend credit and the bank does not
anticipate any losses as a result of these transactions.
Page 8
<PAGE>
NOTE 6. Changes in Common Stock
In October, 1999 the Board of Directors of Orrstown Financial Services,
Inc. approved a 7 1/2 % stock dividend payable November 19, 1999 to
shareholders of record November 1, 1999. All presentation amounts have been
adjusted to give retroactive recognition to this event.
NOTE 7. Investment Securities
Management determines the appropriate classification of securities at the
time of purchase. If management has the intent and the corporation has the
ability at the time of purchase to hold securities until maturity or on a
long - term basis, they are classified as securities held to maturity and
carried at amortized historical cost. Securities to be held for indefinite
periods of time and not intended to be held to maturity or on a long - term
basis are classified as available for sale and carried at fair value.
Securities held for indefinite periods of time include securities that
management intends to use as part of its asset and liability management
strategy and that may be sold in response to changes in interest rates,
resultant prepayment risk and other factors related to interest rate and
resultant prepayment risk changes.
Realized gains and losses on dispositions are based on the net proceeds and
the adjusted book value of the securities sold, using the specific
indentification method. Unrealized gains and losses on investment
securities available for sale are based on the difference between book
value and fair value of each security. These gains and losses are credited
or charged to shareholders' equity, whereas realized gains and losses flow
through the corporation's operations.
Management has classified all investments securities as "available for
sale". At June 30, 2000 amortized cost exceeded fair value by $1,044,000.
This resulted in a decrease in stockholders' equity of $689,000 after
recognizing the tax effects of the unrealized losses. At December 31, 1999,
amortized cost exceeded fair market value by $ 875,000 resulting in a
decrease in stockholders' equity of $578,000 after recognizing the tax
effects of the unrealized issues.
Page 9
<PAGE>
ORRSTOWN FINANCIAL SERVICES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Summary
Orrstown Financial Services, Inc. recorded net income of $ 1,074,000 for the
second quarter of 2000 compared to $ 989,000 for the same period in 1999,
representing an increase of $ 85,000 or 8.6 %. Net income per share was $ .48
during 2000's second quarter up $ .03 from the $ .45 earned during 1999's second
quarter.
Net income for the first six months of 2000 was $ 2,023,000 compared to $
1,838,000 for the same period in 1999, representing an increase of $185,000 or
10.1%. Net income per share for the first six months of 2000 was $ 0.91 up $.08
from the $ 0.83 per share realized during the six months ended June 30, 1999.
Robust balance sheet growth has fueled the net income increases during 2000
since net interest margin has tightened slightly. The net interest margin
remains well ahead of peer averages, however, as does the generation of
noninterest income. Noninterest expenses have increased during 2000 due to
growth and the fact that a ninth full services branch and an expanded operations
center were placed in service near the end of 2000's second quarter.
Sequentially, net income increased nicely with second quarter 2000 income up
13.2% or $125,000 over first quarter 2000 net income.
The following statistics compare 2000's year to date performance to that of
1999:
Second Quarter Six Months Year to Date
2000 1999 2000 1999
----- ----- ----- -----
Return on average assets 1.54% 1.62% 1.48% 1.54%
Return on average equity 18.53% 17.92% 17.77% 16.95%
Average equity / Average assets 8.30% 9.06% 8.32% 9.07%
A more detailed discussion of the elements having the greatest impact on net
income follows.
Net Interest Income
Second Quarter 2000 vs. Second Quarter 1999
Net interest income for the second quarter of 2000 was $ 2,852,000
representing a growth of $ 360,000, or 14.4%, over the $ 2,492,000 realized
during 1999's second quarter. The growth in net interest income is driven by
volume factors since spreads have been flat to slightly tightening.
Six Months 2000 vs. Six Months 1999
Net interest income for the first six months of 2000 was $5,547,000
representing an increase of $668,000 or 13.7 %, over the $ 4,879,000 generated
during the first six months of 1999. Volume factors have generated the gains
since rate factors tightened minimally.
The table that follows states rates on a fully taxable equivalent basis,
(F.T.E.) and demonstrates the aforementioned effects:
<TABLE>
<CAPTION>
Second Quarter Six Months Year To Date
------------------------------------------------- --------------------------------------------------
2000 1999 2000 1999
----------------------- ---------------------- ---------------------- -----------------------
(in thousands)
Avg. Balances Rates Avg. Balances Rates Avg. Balances Rates Avg. Balances Rates
------------- ------ ------------- ------ ------------- ------ ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest earning assets $ 259,000 8.48% $226,613 8.11% $253,920 8.15% $223,578 8.13%
Interest bearing liabilities 227,622 4.36% 193,720 4.01% 223,050 4.03% 191,989 4.05%
--------- ----- -------- ----- -------- ----- -------- -----
Free Funds $ 31,378 $ 32,893 $ 30,870 $ 31,589
========= ======== ======== ========
Net interest income $ 2,852 $ 2,492 $ 5,547 $ 4,879
========= ======== ======== ========
Net interest spread (F.T.E.) 4.12% 4.10% 4.09% 4.08%
===== ===== ===== =====
Free funds ratio 12.12% 14.52% 12.16% 14.13%
===== ===== ===== =====
Net interest margin ( F.T.E ) 4.65% 4.67% 4.62% 4.65%
===== ===== ===== =====
</TABLE>
Page 10
<PAGE>
Other Income and Other Expenses
Second Quarter 2000 vs. Second Quarter 1999 Other income increased $42,000, or
4.9%, from $865,000 during the second quarter of 1999 to $898,000 during the
second quarter of 2000. Increases in trust department income were the most
significant and helped offset slight declines in service charge income and
brokerage income.
Other expenses rose $276,000, or 14.4%, from $1,920,000 for second quarter 1999
to $2,196,000 for 2000's second quarter. Increases were across all categories
and the percentage increase overall approximated the increase in the size of the
company over those time periods. The opening of the ninth full service branch in
Silver Spring, near Mechanicsburg, Pennsylvania, and an expanded operation
center in Shippensburg, Pennsylvania contributed to cost increases during the
quarter. The improved operations center and system changes effected during 1999
should improve operating efficiency in future quarters.
Six Months 2000 vs. Six Months 1999
Other income increased $139,000, or 8.9%, to $1,699,000 from $1,560,000 a year
ago. Trust department increases were the primary source of growth. Other
expenses rose $584,000, or 15.6%, to $4,333,000 from $3,749,000 a year earlier
with the aforementioned general growth in size; the opening of a ninth branch,
which helped increase staff, and expanded operating systems and facilities all
contributing to the increase.
Income Tax Expense
Income tax expense increased $56,000, or 16.0%, during 2000's second quarter
versus second quarter 1999. Income tax expense rose $68,000, or 10.1% for the
first six months of 2000 versus the same period a year ago. The growth in income
tax expense is the byproduct of similar increases in pretax income since
effective federal income tax rates has remained relatively stable, as shown
below:
Second Quarter Six Months Year to Date
--------------- -----------------------
2000 1999 2000 1999
---- ---- ---- ----
Effective income tax rate 27.4% 26.1% 26.8% 26.8%
The marginal federal income tax bracket is 34 % for all periods presented.
Page 11
<PAGE>
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses and the other changes in the allowance for
loan losses are shown below (in thousands):
Quarter Ended Six Months Ended
June 30 June 30
------------------ ------------------
2000 1999 2000 1999
------ ------ ------ ------
Balance, beginning of
Period $2,523 $2,057 $2,455 $1,971
Recoveries 3 1 4 2
Provision for loan loss
charged to income 75 90 150 180
------ ------ ------ ------
Total 2,601 2,148 2,609 2,153
Losses 47 99 55 104
------ ------ ------ ------
Balance, end of period $2,554 $2,049 $2,554 $2,049
====== ====== ====== ======
In the opinion of management, the allowance, when taken as a whole, is adequate
to absorb reasonably estimated loan losses inherent in the Bank's loan
portfolio. The unallocated portion of the allowance for loan losses exceeds 60%
at June 30, 2000.
Loans 90 days or more past due (still accruing interest) and those on nonaccrual
status were as follows at June 30 (in thousands):
90 Days or More
Past Due Nonaccrual Status
---------------------- ----------------------
2000 1999 2000 1999
--------- -------- -------- ---------
Real estate mortgage $ 101 $ 242 $ 41 $ 0
Installment loans 22 44 29 19
Commercial loans 312 0 45 45
Credit card 0 2 0 0
--------- -------- -------- ---------
Total $ 435 $ 288 $ 115 $ 64
========= ======== ======== =========
There were no restructured loans for any of the time periods set forth above.
Any loans classified for regulatory purposes as loss, doubtful, substandard or
special mention that have not been disclosed under Item III of Industry Guide 3
do not represent or result from trends or uncertainties which management
reasonably expects will materially impact future operating results, liquidity or
capital resources.
Page 12
<PAGE>
CAPITAL RESOURCES AND BALANCE SHEET FLUCTUATIONS
A comparison of Orrstown Financial Services' capital ratios to regulatory
minimum requirements at June 30, 2000 is as follows:
Orrstown Financial Regulatory Minimum
Services Requirements
------------------ ------------------
Leverage ratio 8.46% 4 %
Risk based capital ratios:
Tier I (core capital) 12.46% 4 %
Combined tier I and tier II
(core capital plus allowance
for loan losses) 13.71% 8 %
The growth experienced during 2000 has been supported by capital growth in the
form of retained earnings and the popularity of the dividend reinvestment plan
which has added $391,000 to equity. Equity represented 8.23% of assets at June
30, 2000 which is down slightly from 8.25% at December 31, 1999.
Loan and investment securities has been funded partially by a temporary increase
in short term purchased funds, most of which are customer repurchase agreements,
while deposit growth has funded the two aforementioned building projects plus
residual loan amounts. The opening of our ninth full service branch at Silver
Spring, near Mechanicsburg, Pennsylvania on June 29, 2000 should allow the
reduction of purchased funds during 2000's third quarter.
All balance sheet fluctuations exceeding 5 % have been created by either the
growth that has been experienced during 2000 or single day fluctuations.
Management is not aware of any current recommendations by regulatory authorities
which, if implemented, would have a material effect on the corporation's
liquidity, capital resources or operations.
Page 13
<PAGE>
PART II - OTHER INFORMATION
Page 14
<PAGE>
OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
Not applicable
Item 4 - Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Orrstown Financial Services, Inc. was held
on April 11, 2000 and shareholders approved the three matters upon which they
were asked to vote. The approved matters included:
a.) The election of three directors to Class C for three year terms
expiring in 2003.
b.) The ratification of the adoption by the Board of Directors of the
Orrstown Financial Services, Inc. Employee Stock Purchase Plan
c.) The ratification of the adoption by the Board of Directors of the
Orrstown Financial Services, Inc. Employee Stock Option Plan of
2000.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8 - K
(a) Exhibits:
Exhibit Number Referred to Item 601
Of Regulation S-K Description of Exhibit
----------------------------------- ----------------------
27 Financial data schedule
99 Report of independent
accountant's on interim
financial statements
(b) Reports on Form 8 - K - None
Page 15
<PAGE>
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 thereunto duly authorized.
/s/ Kenneth R. Shoemaker
----------------------------------------
(Kenneth R. Shoemaker, President)
(Duly Authorized Officer)
August 10, 2000 /s/ Bradley S. Everly
Date ------------------ ----------------------------------------
(Bradley S. Everly, Senior Vice President)
(Chief Financial Officer)
/s/ Robert B. Russell
----------------------------------------
(Robert B. Russell, Controller)
(Chief Accounting Officer)
Page 16
