UNITED STATES

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 16, 2011

TOWER BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)


001-34277		25-1445946
(Commission file number)		(IRS employer ID)

112 Market Street, Harrisburg, Pennsylvania		17101
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code – (717) 231-2700

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 8.01

Other Events

On November 16, 2011, Tower Bancorp, Inc. (“Tower”) and Susquehanna Bancshares, Inc. (“Susquehanna”) issued a press release announcing that both companies’ shareholders have approved and adopted the Agreement and Plan of Merger dated June 20, 2011, as amended, providing for the merger of Tower with and into Susquehanna.

The merger is expected to be completed on February 17, 2012, pending certain customary conditions including the receipt of regulatory approvals.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description

99.1		Press Release dated November 16, 2011.

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 thereunto duly authorized.


		TOWER BANCORP, INC.
		(Registrant)

Date:	November 17, 2011	By:	/s/ Andrew S. Samuel
			Andrew S. Samuel
			Chairman and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release dated November 16, 2011.

TOWER BANCORP INC 8-K