-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, USeWXKb7S3ZsQlt7+HFCFp8L5F7KxyC6sKB17OhwSgM4goulUbb/5H8l1NoESkxz 3V1LjpAniL2gE/Lr5pYUQg== 0001014100-04-000089.txt : 20040402 0001014100-04-000089.hdr.sgml : 20040402 20040402160712 ACCESSION NUMBER: 0001014100-04-000089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040401 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHORE BANCSHARES INC CENTRAL INDEX KEY: 0001035092 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521974638 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22345 FILM NUMBER: 04714106 BUSINESS ADDRESS: STREET 1: 18 EAST DOVER STREET CITY: EASTON STATE: MD ZIP: 21601-3013 BUSINESS PHONE: 4108221400 MAIL ADDRESS: STREET 1: 18 EAST DOVER STREET CITY: EASTON STATE: MD ZIP: 21601-3013 8-K 1 edg2514.txt SHORE BANCSHARES, INC. FORM 8-K FILING UNITED STATES 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): April 1, 2004 SHORE BANCSHARES, INC. (Exact name of registrant as specified in its charter)
Maryland 0-22345 52-1974638 -------- ---------------- ---------- (State or other jurisdiction of (Commission file number) (IRS Employer of incorporation or organization) Identification No.)
18 East Dover Street, Easton, Maryland 21601 -------------------------------------------- (Address of principal executive offices) (Zip Code) (410) 822-1400 -------------- (Registrant's telephone number, including area code) N/A --- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. Other Events and Required FD Disclosure. Shore Bancshares, Inc. and Midstate Bancorp, Inc. Complete Merger Shore Bancshares, Inc. (the "Corporation") announced that the merger of Midstate Bancorp, Inc., a Delaware bank holding company ("Midstate Bancorp"), with and into the Corporation was effective as of April 1, 2004 (the "Merger"). The Merger was effected pursuant to an Agreement and Plan of Merger dated November 12, 2003, as amended as of January 15, 2004, by and between the Corporation and Midstate Bancorp under which each share of common stock of Midstate Bancorp was converted into the right to receive (i) $31.00 in cash, plus (ii) 0.8732 shares of the common stock of the Corporation, with cash being paid in lieu of fractional shares at the rate of $33.83 per share. It is anticipated that the Corporation will pay approximately $2,953,710 in cash and issue approximately 82,786 shares of common stock to stockholders of Midstate Bancorp in connection with the Merger. Prior to the Merger, the Corporation had approximately 5,409,967 shares of common stock issued and outstanding. The Felton Bank, a Delaware bank and the sole subsidiary of Midstate Bancorp, became a wholly-owned subsidiary of the Corporation as a result of the Merger. A copy of the press release issued by the Corporation on April 1, 2004 is attached hereto as Exhibit 99.1. ITEM 7. Financial Statements and Exhibits. (c) Exhibit 99.1 -- Press Release dated April 1, 2004. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. SHORE BANCSHARES, INC. Dated: April 1, 2004 By:/s/ W. Moorhead Vermilye ----------------------------- W. Moorhead Vermilye President and CEO EXHIBIT INDEX Exhibit Number Description - ------- ----------- Exhibit 99.1 Press Release dated April 1, 2004 EX-99 3 edg2514ex99-1.txt SHORE BANCSHARES, INC. EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE For Immediate Release - April 1, 2004 FOR MORE INFORMATION, CONTACT: W. Moorhead Vermilye - President, Shore Bancshares, Inc. (410) 822-1400 Thomas Evans, President and CEO, The Felton Bank (302) 284-1630 SHORE BANCSHARES AND MIDSTATE BANCORP COMPLETE MERGER Easton, Maryland and Felton, Delaware, April 1, 2004 - Shore Bancshares, Inc. (Nasdaq: SHBI), headquartered in Easton, Maryland, and Midstate Bancorp, Inc., headquartered in Felton, Delaware, announced jointly today that they have completed the merger of Midstate Bancorp with and into Shore Bancshares. As a result of the merger, The Felton Bank, a Delaware bank, became a wholly-owned subsidiary of Shore Bancshares. Under the terms of the merger agreement, each outstanding share of Midstate Bancorp common stock will be exchanged for (i) $31.00 in cash, plus (ii) 0.8732 shares of Shore Bancshares common stock, with cash being paid in lieu of fractional shares at the rate of $33.83 per share. Shore Bancshares anticipates that it will pay approximately $2,953,710 in cash and issue approximately 82,786 shares of common stock to stockholders of Midstate Bancorp in connection with the merger. Prior to the merger, Shore Bancshares had approximately 5,409,967 shares of common stock issued and outstanding. "We are very excited about the opportunities that Shore Bancshares and The Felton Bank will have as a result of the merger," commented W. Moorhead Vermilye, President and CEO of Shore Bancshares. "We believe that the acquisition of The Felton Bank is another step towards achieving our goal of becoming the premier financial services company in the region." "We are happy to be part of the Shore Bancshares family," said Tom Evans, President and CEO of The Felton Bank. "We believe that this merger and the resulting relationship with Shore Bancshares and its affiliates will provide The Felton Bank with a myriad of resources that will help us meet the growing banking needs of our customers." Prior to the merger, Midstate Bancorp had assets of approximately $51 million. The Felton Bank operates an office in Felton, Delaware and an office in Milford, Delaware. W. Edwin Kee, Jr., Chairman of the Board of Midstate Bancorp, will be appointed to the Board of Directors of Shore Bancshares and Thomas Evans, President of The Felton Bank, will continue to serve in that capacity. Shore Bancshares, Inc., with assets of approximately $705 million, is the largest independent financial holding company located on the Eastern Shore of Maryland. Shore Bancshares is also the parent company of The Talbot Bank of Easton, Maryland located in Easton, Maryland and The Centreville National Bank of Maryland located in Centreville, Maryland, which together operate 12 full service branches in the Maryland counties of Kent, Queen Anne's, Talbot, Caroline and Dorchester. Shore Bancshares offers a full range of insurance products and services to its customers through The Avon-Dixon Agency, LLC, Elliott Wilson Insurance, LLC, and Mubell Finance, LLC, and investment advisory services through Wye Financial Services, LLC, all of which are wholly-owned subsidiaries. This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements present management's expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. Such factors are detailed in "Risk Factors" in Item 1 of Part I of the Annual Report of Shore Bancshares, Inc. on Form 10-K for the year ended December 31, 2003. Except as required by applicable laws, Shore Bancshares, Inc. does not intend to publish updates or revisions of any forward-looking statements it makes to reflect new information, future events or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----