Community Banks Inc /PA/ - Amended tender offer statement by Issuer
October 26 2007 - 2:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
Amendment
No. 1 to
SCHEDULE
TO
_____________
TENDER
OFFER
STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT
OF
1934
_____________
COMMUNITY
BANKS, INC.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
Options
to Purchase Shares of Community Banks, Inc. Common Stock, Par Value $5.00
Per
Share
(Title
of Class of Securities)
203628102
(CUSIP
Number of Class of Securities of Underlying Common Stock)
______________
Eddie
L. Dunklebarger
President,
Chairman and Chief Executive Officer
Community
Banks, Inc.
777
East Park Drive
Harrisburg,
Pennsylvania 17111
(717)
920-5800
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copies
to:
|
Mary
Alice Busby
Mette,
Evans & Woodside
1105
Berkshire Blvd., Suite 320
Wyomissing,
PA 19610
(610)
374-1135
|
|
Joanne
R. Soslow
Morgan
Lewis & Bockius LLP
1701
Market Street
Philadelphia,
PA 19103
(215)
963-5001
|
CALCULATION
OF FILING FEE
|
|
|
|
|
Transaction
Valuation*
|
|
Amount
of Filing Fee
|
|
$14,484,799
|
|
$444.68
|
|
|
|
|
*
|
The
transaction value shown is solely for the purpose of calculating
the
filing fee. The transaction value calculation assumes the maximum
aggregate amount to be paid by Community Banks, Inc. in connection
with
the offer to purchase all currently outstanding options to purchase
Community common stock described herein. The amount of the filing
fee,
calculated in accordance with Rule 0-11 of the Securities Exchange
Act of 1934, as amended, is based on the product of (a) the value
of such
options, calculated based on $34.00 per share of Community common
stock
underlying such options multiplied by the number
|
|
|
of
shares of Community common stock underlying all of the outstanding
options
to purchase Community common stock described herein (1,338,825), minus
the
cash consideration payable by the option holders for such Community
shares
upon exercise, and (b) $30.70 for each $1,000,000 of the value of the
transaction.
|
|
þ
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its
filing.
|
|
|
|
|
|
|
|
|
Amount
Previously Paid:
|
|
$444.68
|
|
Filing
Party: Community Banks, Inc.
|
|
|
Form
or Registration No.:
|
|
Schedule
TO-I
|
|
Date
Filed: October 16, 2007
|
|
Registration No. 005-39437
|
¨
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
Check
the appropriate boxes below to designate any transactions to which the statement
relates:
¨
third party tender
offer subject to Rule 14d-1.
þ
issuer tender offer
subject to Rule 13e-4.
¨
going-private
transaction subject to Rule 13e-3.
¨
amendment to Schedule
13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results
of
the tender offer.
¨
Explanatory Note
This
Amendment No. 1 to Schedule TO amends and supplements the Schedule TO originally
filed by Community Banks, Inc. on October 16, 2007. This Amendment
deletes the condition that the cash election right is subject to completion
of
the merger with Susquehanna Bancshares, Inc. This Amendment
deletes
the disclosures in Exhibit (a)(1), Notice Letter dated October
16, 2007 and Exhibit (a)(2), Additional Information Regarding the Cash Election
Right that the “cash election right is subject to the completion of the
merger.” Notice of this Amendment is being communicated to
holders of Community stock options in an e-mail to option holders with a known
e-mail address and to other option holders via first class mail. A form of
this notice is attached as Exhibit (a)(6) and incorporated herein by
reference. In all other respects, the original Schedule TO remains
unchanged.
ITEM
12. Exhibits
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(a)(1)* Notice
Letter dated October 16, 2007
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(a)(2)* Additional
Information Regarding the Cash Election Right
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(a)(3)* Stock
Option Cancellation Agreement, with Form of Optionee Statement
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(a)(4)* Notice
of Cancellation of Cash Election
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(a)(5)* Joint
Proxy Statement/Prospectus, dated August 10, 2007 (incorporated by
reference to the Joint Proxy Statement/Prospectus filed by Susquehanna
Bancshares, Inc with the Securities and Exchange Commission, pursuant
to
Rule 424(b)(3), on August 13, 2007)
|
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(a)(6) Form
of Notice Regarding Deletion of a Condition to the Cash Election
Right
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__________________________
|
*
Previously filed as an Exhibit to Schedule TO filed by Community Banks, Inc.
on
October 16, 2007.
SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
COMMUNITY
BANKS, INC.
By:
/s/
Anthony N.
Leo_______
Anthony
N. Leo
Executive
Vice President
October
26,
2007____________
Date
|
(a)(1)*
|
Notice
Letter dated October 16, 2007
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(a)(2)*
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Additional
Information Regarding the Cash Election Right
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(a)(3)*
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Stock
Option Cancellation Agreement, with Form of Optionee Statement
|
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(a)(4)*
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Notice
of Cancellation of Cash Election
|
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(a)(5)*
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Joint
Proxy Statement/Prospectus, dated August 10, 2007 (incorporated by
reference
to the Joint Proxy Statement/Prospectus filed by Susquehanna
Bancshares,
Inc with the Securities and Exchange Commission, pursuant to Rule
424(b)(3), on August 13,
2007)
|
|
(a)(6)
|
Form
of Notice Regarding Deletion of a Condition to the Cash Election
Right
|
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|
__________________________
|
*
Previously filed as an Exhibit to Schedule TO filed by Community Banks, Inc.
on
October 16, 2007.
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