-----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, JEOMG2chFEdD3z6/PY2c69MLIdy8o3UHzxD4Q1PtF1N28G9VU792ttOk4Uqj6Qd+ YSlxGzPmg9TX9yraoPdZNA== 0001104659-06-040565.txt : 20060608 0001104659-06-040565.hdr.sgml : 20060608 20060608153216 ACCESSION NUMBER: 0001104659-06-040565 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060608 DATE AS OF CHANGE: 20060608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FULTON BANCSHARES CORP CENTRAL INDEX KEY: 0000850626 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251598464 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50722 FILM NUMBER: 06894004 BUSINESS ADDRESS: STREET 1: 100 LINCOLN WAY EAST STREET 2: P O BOX 38 CITY: MCCONNELLSBURG STATE: PA ZIP: 17233 BUSINESS PHONE: 7174853144 MAIL ADDRESS: STREET 1: P O BOX 38 STREET 2: 100 LINCOLN WAY EAST CITY: MCCONNELLSBURG STATE: PA ZIP: 17233 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN FINANCIAL SERVICES CORP /PA/ CENTRAL INDEX KEY: 0000723646 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251440803 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 20 S MAIN ST STREET 2: P O BOX 6010 CITY: CHAMBERSBURG STATE: PA ZIP: 17201-0819 BUSINESS PHONE: 7172646116 MAIL ADDRESS: STREET 1: 20 SOUTH MAIN ST STREET 2: PO BOX 6010 CITY: CHAMBERSBURG STATE: PA ZIP: 17201-0819 425 1 a06-13343_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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): June 6, 2006 (June 6, 2006)

FRANKLIN FINANCIAL SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

PENNSYLVANIA

(State or other jurisdiction of incorporation)

000-12126

 

23-144083

(Commission file number)

 

(IRS employer ID)

 

20 South Main Street, Chambersburg, Pennsylvania

 

17201

(Address of principal executive office)

 

(Zip Code)

 

Registrant’s telephone number, including area code — (717) 264-6116

N/A

(Former name, address and fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



Item 8.01.         Other Items.

On June 6, 2006, Franklin Financial Services Corporation (“Franklin”) (OTCBB: FRAF) issued a press release announcing the receipt of all regulatory approvals necessary to consummate the merger of Fulton Bancshares Corporation with and into Franklin.

A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by this reference.

Item 9.01.         Financial Statements and Exhibits.

(d)  Exhibits

99.1       Press Release issued June 6, 2006.

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.

 

Franklin Financial Services Corporation

 

 

 

 

 

 

Date:June 6, 2006

 

/s/ William E. Snell, Jr.

 

 

William E. Snell, Jr., President and

 

 

Chief Executive Officer

 



EXHIBIT INDEX

Exhibit Number

 

Description

99.1

 

Press Release issued June 6, 2006.

 


 EX-99.1 2 a06-13343_1ex99d1.htm EX-99.1

EXHIBIT 99.1

Filed by Franklin Financial Services Corporation
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company:  Fulton Bancshares Corporation
Commission File No.: 000-12126

FOR IMMEDIATE RELEASE

Franklin Contact:

 

Fulton Contact:

William E. Snell, Jr.

 

George W. Millward

(717) 264-6116

 

(717) 485-3144

 

 

 

 

FEDERAL AND PENNSYLVANIA BANKING REGULATORS
APPROVE THE MERGER OF FULTON BANCSHARES CORPORATION
WITH AND INTO FRANKLIN FINANCIAL SERVICES CORPORATION

CHAMBERSBURG, PENNSYLVANIA (June 6, 2006) — Franklin Financial Services Corporation (“Franklin”) (OTCBB: FRAF), holding company of Farmers and Merchants Trust Company of Chambersburg (“F&M Trust”), and Fulton Bancshares Corporation (“Fulton”) (OTCBB: FULB), holding company of The Fulton County National Bank and Trust Company (“The Fulton County National Bank”), have announced the receipt of approval from the Federal Reserve Bank of Philadelphia, the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking to consummate the merger of Fulton with and into Franklin, as well as the related merger of The Fulton County National Bank with and into F&M Trust.

The joint announcement was made today by William E. Snell, Jr., President and Chief Executive Officer of Franklin, and George W. Millward, Interim President and Chief Executive Officer of Fulton.

The acquisition is expected to be completed on July 1, 2006, at which time Franklin will have total assets of approximately $770 million.

About Franklin

With just under $630 million in assets, Franklin Financial Services Corporation is the bank holding company for F&M Trust, headquartered in Chambersburg, Franklin County and operates 16 community banking offices throughout Franklin and Cumberland Counties. Franklin’s common stock is quoted on the NASD Over-the-Counter Bulletin Board under the symbol “FRAF.”  For more information about Franklin and F&M Trust, visit its website at www.fmtrustonline.com.



About Fulton

Fulton Bancshares Corporation is the $140 million bank holding company of The Fulton County National Bank and Trust Company, a national bank headquartered in McConnellsburg, Pennsylvania, that operates six community banking offices in Fulton, Franklin and Huntingdon Counties. Additional information is available on Fulton County’s website at www.fcnbtc.com.

This news release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from the projections discussed in this release since such projections involve significant risks and uncertainties. Factors that might cause such differences include, but are not limited to the following: (1) competitive pressures among financial institutions increasing significantly; (2) economic conditions, either nationally or locally in areas in which Franklin Financial Services Corporation and Fulton Bancshares Corporation conduct their operations, being less favorable than expected; (3) the cost and effort to integrate aspects of the operations of the companies being more difficult than expected; (4) expected cost savings from the acquisition not being fully realized or not realized within the expected time frame; (5) legislation or regulatory changes which adversely affect the ability of the combined company to conduct its current or future operations; and (6) other risks detailed from time to time in Franklin’s SEC filings including forms 10-Q and 10-K (copies of which are available from Franklin without charge in hard copy or online at www.sec.gov.) Franklin disclaims any obligation to update any such facts or to publicly announce the result of any revisions to any of the forward looking statements included herein to reflect future events or developments.

Franklin and Fulton have filed and will continue to file documents concerning the proposed acquisition with the Securities and Exchange Commission (SEC), including a Registration Statement on Form S-4. The Registration Statement has been declared effective by the SEC and contains a Proxy Statement/Prospectus which has been distributed to shareholders of Fulton Bancshares Corporation. Shareholders of Fulton are encouraged to read the Registration Statement and Proxy Statement/Prospectus carefully because these documents contain important information about the transaction. The Registration Statement and the Proxy Statement/Prospectus contain important information about Franklin, Fulton, the merger of Fulton with Franklin, the persons soliciting proxies relating to the merger, their interests in the merger and related matters. Investors can obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Franklin and Fulton, for free on the SEC’s web site (www.sec.gov). In addition, documents filed by Franklin with the SEC, including filings that have been incorporated by reference into the proxy statement/prospectus, can be obtained, without charge, by contacting Franklin Financial Services Corporation, Attn: Investor Relations, 20 South Main Street, Chambersburg, PA  17201, (Tel: 717-264-6116). In addition, documents filed by Fulton with the SEC, including filings that have been incorporated by reference into the proxy statement/prospectus, can be obtained, without charge, by contacting Fulton Bancshares Corporation, Attn: Investor Relations, 100 Lincoln Way East, McConnellsburg, PA  17233 (Tel: 717-485-3144).  INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THEIR INVESTMENT.

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