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Franklin Financial Services Corporation to Acquire Fulton Bancshares Corporation.


MCCONNELLSBURG, Pa. -- Franklin Financial Services The examples and perspective in this article or section may not represent a worldwide view of the subject.
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 Corporation ("Franklin") (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:FRAF), holding company of Farmers and Merchants Trust Company of Chambersburg, and Fulton Bancshares Corporation ("Fulton") (OTCBB:FULB), have announced the execution of an agreement and plan of merger under which Fulton will merge with and into Franklin. Fulton is the $140 million bank holding company of The Fulton County
  • Fulton County is the name of a number of counties in the United States of America, most named for Robert Fulton, inventor of the first practical steamboat:
 National Bank and Trust Company, a national bank headquartered in McConnellsburg, Pennsylvania McConnellsburg is a borough in Fulton County, Pennsylvania, United States. The population was 1,073 at the 2000 census. It is the county seat of Fulton CountyGR6. , that operates seven community bank offices in Fulton, Franklin, Bedford and Huntingdon Counties.

The joint announcement was made today by William E. Snell Snell , George 1903-1996.

American geneticist. He shared a 1980 Nobel Prize for discoveries concerning cell structure that enhanced understanding of the immunological system, resulting in higher success rates in organ transplantation.
, Jr., President and Chief Executive Officer of Franklin, and George W. Millward, Interim President and Chief Executive Officer of Fulton.

Under the terms of the agreement, shareholders of Fulton will have the right to elect to receive, for each share of Fulton common stock they own (1) 1.864 shares of Franklin common stock, or (2) $48.00 in cash, or (3) a mixed election of stock and cash. Shareholder elections, however, will be subject to allocation The apportionment or designation of an item for a specific purpose or to a particular place.

In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as
 procedures designed to ensure that the aggregate number of shares of Franklin common stock to be issued and the aggregate amount of cash to be paid will not exceed 492,790 shares (subject to the antidilution provisions of the agreement) and $10,964,577.50 in cash. The transaction is valued at approximately $23.5 million, which represents a multiple of 1.55 times Fulton's book value as of September 30, 2005. Fulton has 492,790 shares of common stock outstanding. In addition, under certain limited conditions, Fulton could pay to its shareholders a special dividend of $1.44 per share as more fully described in the agreement.

In connection with the merger, The Fulton County National Bank & Trust Company will merge with and into Farmers and Merchants Trust Company. Fulton will also designate des·ig·nate  
tr.v. des·ig·nat·ed, des·ig·nat·ing, des·ig·nates
1. To indicate or specify; point out.

2. To give a name or title to; characterize.

3.
 two individuals to be appointed as directors of Franklin and F&M Trust. The remaining Fulton directors will comprise a newly-created Fulton County Advisory Board of F&M Trust.

"We are pleased to welcome the shareholders, employees and customers of Fulton to the F&M family," said William E. Snell, Jr., President and Chief Executive Officer of Franklin. "The addition of Fulton County National Bank to the F&M franchise extends our organization's geographic market and presents an exciting opportunity for growth in the future."

Fulton's Interim President and Chief Executive Officer, George W. Millward, said "This combination offers an opportunity to enhance our product offerings, services and delivery channels, while still providing our customers with the benefit of a community bank philosophy."

Martin R. Brown, Chairman of Fulton, commented that, "Given the demands of a changing banking environment, the Board of Directors believes this transaction represents a very positive response for our shareholders, customers, employees and the communities we serve."

Charles M. Soiberg, Chairman of Franklin, added that, "In February F&M Trust will celebrate its 100th anniversary and we view this combination with Fulton and FCNB FCNB First Consumers National Bank  as an excellent way to kick-off our second century."

The merger is subject to customary closing conditions including receipt of regulatory approvals and the approval of Fulton's shareholders. Franklin anticipates that the transaction will close during the third quarter of 2006 and is expected to be accretive to earnings. Franklin will have total assets of approximately $750 million following the acquisition.

Franklin is represented in the transaction by its legal counsel, Rhoads & Sinon LLP LLP - Lower Layer Protocol . Griffin Financial Group, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 acted as financial advisor to Fulton and Shumaker Williams, P.C p.c. (post cibum),
n a Latin phrase meaning “after meals”; the abbreviation may be used in prescription writing.
. acted as its legal counsel.

About Franklin

With over $600 million in assets, Franklin Financial Services Corporation is the bank holding company for F&M Trust, headquartered in Chambersburg, Franklin County Franklin County is the name of 24 counties in the United States.

All except Franklin County, Idaho are likely named for Benjamin Franklin, a Founding Father of the United States.
 and operating 16 community banking offices throughout Franklin and Cumberland Counties Cumberland County may refer to:

In Australia:
  • Cumberland County, New South Wales, the original county of the colony
In England:
  • Cumberland, one of the 39 historic counties of England, amalgamated with Westmorland and parts of Lancashire and Yorkshire to
. Franklin's common stock is quoted on the NASD NASD

See: National Association of Securities Dealers


NASD

See National Association of Securities Dealers (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

Headquartered in McConnellsburg, Fulton County, Fulton Bancshares Corporation offers business and banking services for its customers through seven financial centers located in Fulton, Franklin, Bedford 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 The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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 fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 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; (6) the shareholders of Fulton may fail to approve the transaction and (7) 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 it directors and executive officers may be deemed to be participants in the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of proxies in respect of the proposed transaction. Additional information about the directors and executive officers of Franklin is included in Franklin's Proxy Statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 for its 2005 annual meeting of shareholders dated March 28, 2005, filed with the SEC and available at the SEC's website (www.sec.gov). Directors and officers of Fulton may be deemed to be participants in the solicitation of proxies from shareholders of Fulton in connection with the merger. Information about the directors and executive officers of Fulton and their ownership of Fulton common stock is set forth in Fulton's proxy statement for its 2005 annual meeting of shareholders, as filed with the SEC on April 25, 2005. Additional information regarding the interests of those participants may be obtained by reading the prospectus/proxy statement regarding the proposed merger transaction when it becomes available.

Franklin and Fulton will file documents concerning the proposed acquisition with the Securities and Exchange Commission (SEC), including a Registration Statement on Form S-4. The Registration Statement will contain a Proxy Statement/Prospectus which will be distributed to shareholders of Fulton Bancshares Corporation. Shareholders of Fulton are encouraged to read the Registration Statement and Proxy Statement/Prospectus carefully when they become available because these documents will contain important information about the transaction. Investors will be able to 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 will be incorporated by reference into the proxy statement/prospectus, can be obtained, without charge, by contacting Franklin Financial Services Corporation, Attn: Investor Relations Investor relations

The process by which the corporation communicates with its investors.
, 20 South Main Street, Chambersburg, PA 17201, (Tel: 717-264-6116). In addition, documents filed by Fulton with the SEC, including filings that will be incorporated by reference into the proxy statement/prospectus, can be obtained, without charge, by contacting Fulton Bancshares Corporation, Attn: Investor Relations, 100 Lincoln Lincoln, city and district, England
Lincoln, city (1991 pop. 79,980) and district, Lincolnshire, E England, in the Parts of Kesteven, on the Witham River.
 Way East, McConnellsburg, PA 17233 (Tel: 717-485-3144) . INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE ACQUISITION.
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Comment:Franklin Financial Services Corporation to Acquire Fulton Bancshares Corporation.
Publication:Business Wire
Geographic Code:1USA
Date:Jan 24, 2006
Words:1296
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