-----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, HfhSFYDXee0fColpvO93wSkZb67dsMPvCeZqxBEdh5IDUAwDMRgFmsBZIdhVNWF6 UIEAkF62t21txLRxFbY2Dg== 0001036050-99-001417.txt : 19990707 0001036050-99-001417.hdr.sgml : 19990707 ACCESSION NUMBER: 0001036050-99-001417 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990701 ITEM INFORMATION: FILED AS OF DATE: 19990706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA COMMERCE BANCORP INC CENTRAL INDEX KEY: 0001085706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251834776 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-78445 FILM NUMBER: 99659251 BUSINESS ADDRESS: STREET 1: 100 SENATE AVE CITY: CAMP HILL STATE: PA ZIP: 17001-8599 BUSINESS PHONE: 7179755630 MAIL ADDRESS: STREET 1: 100 SENATE AVE CITY: CAMP HILL STATE: PA ZIP: 17001-8599 8-K 1 FORM 8-K ----------------------------------------- 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) July 1, 1999 PENNSYLVANIA COMMERCE BANCORP, INC. ----------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Pennsylvania 25-1834776 -------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ---------------- (Commission file number) 100 Senate Avenue, Camp Hill, Pennsylvania 17001-8599 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (zip code) JAMES T. GIBSON President and C.E.O. PENNSYLVANIA COMMERCE BANCORP, INC. 100 Senate Avenue Post Office Box 8599 Camp Hill, Pennsylvania 17011-8599 ------------------------------------------ (Address of executive offices) (717) 975-5630 ------------------------------------------------------ (Telephone number, including area code, of agent for service) ITEM 5. OTHER EVENTS Effective July 1, 1999, Commerce Bank/Harrisburg, N.A. ("Commerce") consummated the Agreement and Plan of Reorganization (the "Agreement") with Pennsylvania Commerce Bancorp, Inc., a newly formed Pennsylvania business corporation (the "Holding Company"), reorganizing Commerce into a one-bank holding company. Pursuant to the Agreement, Commerce merged with and into a new nationally chartered banking association, "Commerce Bank/Harrisburg Interim National Bank" (the "Interim Bank"). The Interim Bank, formed solely for the purpose of the reorganization, will operate under the name Commerce Bank/Harrisburg, N.A. and will be a wholly-owned subsidiary of the Holding Company. The Reorganization has received regulatory approval and received the approval of the shareholders of Commerce at its annual meeting held on June 18, 1999. The press release announcing consummation of the agreement is attached hereto as Exhibit 99. 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. Pennsylvania Commerce Bancorp, Inc. ----------------------------------- (Registrant) Date: July 1, 1999 /s/ James T. Gibson ----------------------------------- James T. Gibson, President EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 Press Release of Commerce Bank/Harrisburg, N.A. dated July 1, 1999. -2- EX-99 2 PRESS RELEASE DATED JULY 1, 1999 EX-99 PRESS RELEASE July 1, 1999 COMMERCE BANK/HARRISBURG FORMS HOLDING COMPANY Commerce Bank/Harrisburg, N.A.. (NASDAQ Small Cap: COBH) has announced the completed formation of the new Bank holding company entitled Pennsylvania Commerce Bancorp, Inc. effective July 1, 1999. The holding company is a newly formed Pennsylvania business corporation. This Reorganization Plan has received regulatory approval and was approved by the bank's shareholders at their annual meeting held on June 18, 1999 at the Harrisburg Hilton. Shareholders of Commerce bank are now automatically shareholders of the Holding Company by virtue of the conversion of their shares of Commerce Common Stock on a share-for-share basis, for Common Stock in the holding company. This is being treated as a tax-free exchange for shareholders. The holding company will retain the Bank's ticker symbol COBH on the NASDAQ Small Cap Market. The holding company structure will provide Commerce with the flexibility necessary to continue expanding, opening new branches and to pursue other future opportunities for growth. The holding company will be permitted to acquire and own banks and bank-related businesses. James T. Gibson, President and Chief Executive Officer of Commerce, will serve as President and Chief Executive Officer of the holding company, and the current directors of Commerce will serve as the directors of the holding company. Commerce Bank/Harrisburg is headquartered in Camp Hill, Pennsylvania. As of March 31, 1999, Commerce operated 11 banking offices in Cumberland, Dauphin, and York counties and had $337 million in total assets, $179 million in loans, and $313 million in deposits. Contact: Pennsylvania Commerce Bancorp, Inc. Mark A. Zody, Executive Vice President/CFO, 717/975-5630 -3- -----END PRIVACY-ENHANCED MESSAGE-----