There is no market overlap and both companies' branches are in high-growth areas. Of chief significance, says Eddie L. Dunklebarger, Community Banks' president and CEO, is the combined companies' "significant presence in the golden triangle of Harrisburg, Lancaster and York, PA."

Blue Ball-based PennRock operates 17 offices--10 in Lancaster County, five in Berks and two in Chester. Three more are scheduled to open within the next seven months. All will continue to operate as Blue Ball National Bank, which will become a separate division under Community Banks' charter.

Community Banks currently operates 50 branches and has nearly $2 billion in assets. PennRock has nearly $1.1 billion in assets. Six members of PennRock's board will join Community Banks' board, taking the total number of directors to 15. Earlier this year, Melvin Pankuch, PennRock's EVP and CEO, announced his intention to retire at the end of 2005 and will remain with the company as vice chairman "to ensure a smooth transition," he said during a conference call without putting a timeframe on his departure. The merger is expected to close in the second quarter of next year.