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 - July 15, 2004
ORRSTOWN FINANCIAL SERVICES, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 33-18888 23-2530374
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Number)
Identification
incorporation) Number)
77 East King Street
P. O. Box 250, Shippensburg, Pennsylvania 17257
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (717) 532-6114
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N/A
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(Former name or former address, if changed since last
report)
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Index to Exhibits Found on Page 5
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Orrstown Bank (wholly-owned subsidiary of Orrstown
Financial Services) announces purchase of
Investment Management Business.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit:
99 News Release, dated July 14, 2004, of Orrstown Bank.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Regulation FD Disclosure.
Not Applicable.
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Index to Exhibits Found on Page 5
Item 10. Amendments to the Registrant's Code of Ethics.
Not Applicable.
Item 11. Temporary Suspension of Trading Under Registrant's
Employee Benefit Plans.
Not Applicable.
Item 12. Results of Operations and Financial Condition.
Not Applicable
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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.
ORRSTOWN FINANCIAL SERVICES, INC.
(Registrant)
Dated: July 15, 2004 /s/ Bradley S. Everly
-----------------------------
Bradley S. Everly
Senior Vice President & CFO
Chief Financial Officer
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EXHIBIT INDEX
Page Number
In Manually
Exhibit Signed
Original
99 News Release, dated July 14, 2004,
of Orrstown Bank 6
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Index to Exhibits Found on Page 5
Exhibit 99
FOR RELEASE AT 12:30 P.M. ET CONTACT:
Kenneth R. Shoemaker
President and CEO
717-530-2600 Phone
717-532-4143 Fax
ORRSTOWN BANK ANNOUNCES PURCHASE OF INVESTMENT MANAGEMENT
BUSINESS
Shippensburg, PA (July 14, 2004) - Orrstown Bank, a
wholly-owned subsidiary of Orrstown Financial Services, Inc.
(OTC Bulletin Board: ORRF), announced today that it has
purchased a Chambersburg, Pennsylvania-based investment
management business owned by Ray P. Caracciolo and the
related "Integrity Financial" Pennsylvania registered
trademark. Orrstown Bank will operate the Integrity
Financial business as part of the Bank's Asset Management
Division. The acquisition is expected to be immediately
accretive to earnings.
Founded in 1986 by Mr. Caracciolo, the business had $97
million in assets under management at market value as of May
28, 2004. Brokerage services are provided through Advantage
Capital Corporation, one of the country's oldest independent
registered broker-dealers. Advantage Capital Corporation
has gained a reputation for providing independent investment
consultants with the resources, services, and products they
need to make suitable and objective investment
recommendations to individual investors.
-- MORE --
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Commenting on the transaction, Kenneth R. Shoemaker,
President and Chief Executive Officer of Orrstown Bank,
stated, "We are delighted that Ray Caracciolo has chosen
Orrstown Bank to acquire his business, and we will welcome
his clients to our
growing family of hometown customers. The Integrity
Financial business is a perfect fit for Orrstown Bank as we
seek to be the provider of choice when it comes to
investment management services. Ray has built a very
successful business over the past 19 years and we hope to
continue his tradition of providing competent and friendly
service to his clients."
"My business has expanded to the point of creating a
need to offer additional services to my clients," said Mr.
Caracciolo. "Having previewed other firms in the
Chambersburg area, Orrstown Bank emerged as my top choice.
I have always been impressed with Orrstown Bank's reputation
as a quality financial institution. They place the
interests and needs of their clients at the forefront and
that is important to me. I look forward to working with the
investment professionals at Orrstown during the transition."
Orrstown Bank also announced that Paul Ritchie has been
named as the Account Executive for the acquired business.
Mr. Ritchie has over five years of experience in the
brokerage industry and recently returned to Shippensburg
after living in Indiana for a number of years. He earned a
Bachelor of Science degree in economics and has received a
Masters Degree in Business Administration from Indiana
University. Mr. Ritchie holds his Series 7, 63, and 66
licenses, which authorize him to offer stocks, bonds, mutual
funds, and act as an independent investment advisor. His
office will be located at the Orchard Drive branch of
Orrstown Bank. Mr. Ritchie and his wife, Jennifer, will
reside in Shippensburg.
Garland McPherson and Associates served as financial
advisor to Orrstown Bank for the transaction and Rhoads &
Sinon LLP served as legal counsel. Orrstown Bank's parent
company, Orrstown Financial Services, Inc., has nearly $500
million in assets and provides a full range of consumer and
commercial financial services to clients located throughout
Cumberland and Franklin Counties in central Pennsylvania.
Orrstown Financial Services, Inc.'s stock is traded in the
over-the-counter market under the symbol ORRF.
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Mutual funds, annuities, and other investments are not
insured by the FDIC or any other federal government agency,
they are not deposits, and are not obligations of, or
guaranteed by, Orrstown Bank or any of its affiliated
entities. These instruments are subject to investment
risks, including the possible loss of value.
This news release may contain forward-looking statements as
defined by the Private Securities Litigation Reform Act of
1995. Actual results and trends could differ materially
from those set forth in such statements due to various
factors. Such factors include the possibility that
increased demand or prices for Orrstown's financial services
and products may not occur, changing economic and
competitive conditions, volatility in interest rates,
technological developments, and other risks and
uncertainties, including those detailed in Orrstown's
filings with the Securities and Exchange Commission.
Source: Orrstown Financial Services, Inc. (OTC Bulletin
Board: ORRF)
Nathan A. Eifert, Vice President and Director of
Marketing
717-530-3545 or neifert@orrstown.com
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