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): November 5, 2012
FRANKLIN FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation)
| 0-12126 | 25-144083 |
| (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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 1, 2012, the Board of Directors of Franklin Financial Services Corporation (the “Corporation”), appointed Richard E. Jordan III as a Director of the Corporation. Mr. Jordan was appointed a Class C Director with a term scheduled to expire at the annual meeting of shareholders in 2015. On November 1, 2012, the Board of Directors of Farmers and Merchants Trust Company of Chambersburg (“F&M Trust”, or the “Bank”), a wholly-owned banking subsidiary of the Corporation, also appointed Mr. Jordan as a Director of F&M Trust.
Mr. Jordan is the Vice-President of Smith Land & Improvement Corporation which is a customer of the bank and engages in banking transactions with F&M Trust in the ordinary course of business. All loans and commitments to lend to such company were made on substantially the same terms, including interest rates, collateral, and repayment terms, as those prevailing at the time for comparable transactions with other persons and did not involve more than a normal risk of collectability or present other unfavorable features. F&M Trust, in the ordinary course of business, has entered into a real estate lease agreement with Smith Land & Improvement Corporation for a location on which the Bank has a community banking office. The initial term of the real estate lease is 20 years, with one renewal option of 5 years, and one renewal option of 4 years and 11 months. Over the initial 20 year term of the lease, the Bank will make rental payments totaling $3.2 million to Smith Land & Improvement Corporation.
Mr. Jordan will be entitled to receive director’s fees and be eligible to participate in the F&M Trust Director Deferred Compensation Plan and the Director Pay for Performance Plan on the same basis as other directors of the Corporation and F&M Trust. Such fees, plan and program are described in the Corporation’s Proxy Statement incorporated by reference into its annual report on Form 10-K for the fiscal year ended December 31, 2011.
The news release announcing the appointments of Mr. Jordan is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. The following exhibits are filed herewith: |
| Number | Description |
| 99.1 | News Release dated November 2, 2012 |
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: November 5, 2012 | /s/ William E. Snell, Jr. | |
| William E. Snell, Jr., President and Chief Executive Officer | ||
EXHIBIT INDEX
Exhibit No.
| 99.1 | News Release, dated November 2, 2012 of Franklin Financial Services Corporation |
EXHIBIT 99.1
November 2, 2012
Jordan III Joins Franklin Financial and F&M Trust boards
(Chambersburg, PA) Richard E. Jordan III has been appointed to the boards of directors of Franklin Financial Services Corporation and its subsidiary, Farmers and Merchants Trust Company of Chambersburg (F&M Trust). Jordan has been appointed to a Class C term, expiring in 2015.
Jordan is a commercial real estate manager and developer serving as Vice President of Smith Land & Improvement Corporation, Camp Hill. The third generation of Jordan leadership, he began working part-time for LB Smith Ford, a subsidiary of Smith Land & Improvement Corporation, in 1988 in the shops at the dealership while in high school. After earning his bachelor’s degree from Dickinson College, Jordan took a full-time position with LB Smith Inc.’s heavy equipment division in Florida where he sold and leased heavy earthmoving and paving equipment to private contractors and public entities. In 2003, he moved to the central Pennsylvania Office, where he transitioned to commercial real estate management and development of the company’s East Coast portfolio of 30 plazas and commercial developments.
“I’m honored to join the Franklin Financial and F&M Trust boards which serve our region and its business community. I look forward to adding value by bringing a community voice and private sector experience to the bank as it grows in our backyard of central Pennsylvania,” said Jordan.
A board member of the Lion Foundation of Camp Hill, Jordan serves on the advisory board of The Salvation Army Harrisburg Capital City Region as the board president and member of the property and executive committees. He presently serves as president on the board of the West Shore YMCA and on the Capital Region Economic Development (CREDC) board of directors.
Jordan was named as one of the “Forty Under 40” by the Central Penn Business Journal in 2011. He is also very active as a youth coach for baseball, basketball, and softball in the Camp Hill area. A resident of Camp Hill, Jordan and his wife have two children.
Franklin Financial, headquartered in Chambersburg, has total assets of over $1.06 billion. Its wholly-owned subsidiary, F&M Trust, has twenty-five community banking offices located in Chambersburg, Greencastle, Mont Alto, Marion, St. Thomas, Waynesboro, Hustontown, McConnellsburg, Orbisonia, Warfordsburg, Camp Hill, Boiling Springs, Carlisle, Newville, and Shippensburg. The bank will add to its community banking network in November when the Mechanicsburg Office opens its doors. Franklin Financial stock is listed on the over- the-counter market under the symbol FRAF (OTCQB: FRAF).