As filed with the Securities and Exchange Commission on October 19, 2004

Registration No. 333-116370

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 5
TO THE
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ABINGTON COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its articles of incorporation)

Copy to:
Raymond A. Tiernan, Esq.
Hugh T. Wilkinson, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W., 12th Floor
Washington, D.C. 20005

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

(1)

Includes shares of Common Stock which may be purchased by participants in the Abington Bank 401(k) Plan. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act, as amended, the registration fee has been calculated on the basis of the maximum number of shares of Common Stock which could be purchased through utilization of the assets of such plan.

(2)

Estimated solely for the purpose of calculating the registration fee. Previously paid.

        The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

PROSPECTUS

ABINGTON COMMUNITY BANCORP, INC.
(Proposed Holding Company for Abington Bank)

        Abington Community Bancorp, Inc. is a Pennsylvania corporation that is offering for sale up to 6,210,000 shares of its common stock at an offering price of $10.00 per share. The shares are being offered to certain depositors of Abington Bank and others in connection with Abington Bank's reorganization into the mutual holding company form. The shares being sold will represent 45% of the outstanding common stock of Abington Community Bancorp upon completion of the reorganization. The remaining shares will be issued to Abington Mutual Holding Company, which will be a Pennsylvania chartered mutual holding company. We must sell a minimum of 4,590,000 shares in order to complete the offering. We may increase the number of shares sold by 15% to 7,141,500 shares as a result of regulatory considerations or changes in market or economic conditions.

        For a discussion of material risks that you should consider, including possible loss of principal, see "Risk Factors" beginning on page     .

TERMS OF THE OFFERING
Price Per Share: $10.00

        Keefe, Bruyette & Woods, Inc. will use its best efforts to assist Abington Community Bancorp in selling at least the minimum number of shares shown above but does not guarantee that this number will be sold. Keefe, Bruyette & Woods is not obligated to purchase any shares in the offering. Our trustees, trustee emeritus and executive officers of Abington Bank, together with their associates, intend to purchase $5.3 million of stock in the offering, or 8.57% of the offering based on the maximum of the total minority shares sold in the offering. These purchases will count towards the minimum purchases needed to complete the offering.

        The subscription offering to the depositors of Abington Bank will end at 12:00 noon, Eastern Time, on                        , 2004. We may also commence a community offering concurrently with, during or promptly after the subscription offering. We may extend the offerings, without notice to you until            , 2004, unless bank regulators approve a later date, which will not be beyond            , 2006. If the offering is extended beyond            , 2004, all subscriptions will be refunded with interest, and subscribers will have the opportunity to modify or cancel their order. Abington Community Bancorp will hold all funds of subscribers in an interest-bearing account at Abington Bank or a trust account at an institution insured by the Federal Deposit Insurance Corporation until the stock offering is completed or terminated. Funds will be returned promptly with interest if the offering is terminated.

        These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other federal or state government agency.

        Neither the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        For assistance, please contact the stock information center at (            )             -            .

Keefe, Bruyette & Woods

The date of this prospectus is                            , 2004.

ABINGTON BANK

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SUMMARY

        This summary highlights selected information from this document and may not contain all the information that is important to you. To understand the stock offering fully, you should read this entire document carefully, including the financial statements and the notes to financial statements of Abington Bank.

Abington Mutual Holding Company

        Upon completion of the reorganization, Abington Mutual Holding Company, a Pennsylvania corporation, will become the mutual holding company parent of Abington Community Bancorp. Abington Mutual Holding Company is not currently an operating company and has not engaged in any business to date. Initially, Abington Mutual Holding Company will own 55% of Abington Community Bancorps outstanding common stock after the reorganization and must always own at least a majority of the voting stock of Abington Community Bancorp. In addition to the shares of Abington Community Bancorp which it will own, Abington Mutual Holding Company will be capitalized with $100,000 in cash. We do not expect Abington Mutual Holding Company to engage in any business activity other than owning more than a majority of the common stock of Abington Community Bancorp and managing its cash, including dividends received in the future from Abington Community Bancorp. The trustees and officers who manage Abington Bank also will manage Abington Community Bancorp and Abington Mutual Holding Company.

Abington Community Bancorp, Inc.

        Abington Community Bancorp, Inc. is a Pennsylvania corporation which will be the mid-tier holding company for Abington Bank following the reorganization. Abington Community Bancorp currently is not an operating company and has not engaged in any business to date. Its executive offices are located at 180 Old York Road, Jenkintown, Pennsylvania 19046, and its telephone number is (215) 886-8280.

Abington Bank

        Abington Bank is a Pennsylvania chartered mutual savings bank originally organized in 1867. While our legal name is Abington Savings Bank, we conduct business under the Abington Bank name. Our headquarters and main office are located in Jenkintown, Pennsylvania and we have seven additional full service branch offices and four limited service banking offices located in Montgomery and Bucks Counties, Pennsylvania. Abington Bank's business primarily consists of attracting deposits from the general public and using those funds to originate loans and invest in securities. As of June 30, 2004, we had total assets of $634.2 million, total deposits of $385.1 million and retained earnings of $53.7 million.

Reorganization to the Mutual Holding Company Structure and Stock Issuance

        The reorganization involves a series of transactions by which Abington Bank will reorganize from its current status as a mutual savings bank to the mutual holding company structure. Following the reorganization, Abington Bank will be a wholly owned subsidiary of Abington Community Bancorp. Abington Mutual Holding Company will own more than a majority of the outstanding shares of Abington Community Bancorp. As a stock savings bank, we intend to continue to follow our same business strategies, and we will continue to be subject to the regulation and supervision of the Pennsylvania Department of Banking and the Federal Deposit Insurance Corporation.

        As part of the reorganization, we are offering between $45.9 million and $62.1 million of our common stock, which will be 45% of the outstanding common stock of Abington Community Bancorp. The purchase price will be $10.00 per share. All investors (including trustees and officers of Abington

1

Bank) will pay the same price per share in the offering. Subject to regulatory approval, we may increase the amount of stock to be sold to $71.4 million without any further notice to you if market or financial conditions change before we complete the reorganization.

        With the mutual holding company structure, we will be able to develop long-term growth opportunities and access the capital markets more easily in the future. The offering will increase the amount of funds available to us for lending and investment. This will provide greater flexibility to diversify and expand operations in our current market area and neighboring communities. In addition, we will be able to provide stock-based incentives to our directors, officers and employees.

        Unlike a standard mutual to stock conversion where all of the common stock of the holding company is sold to the public, a mutual holding company reorganization requires that a majority of the holding companys (i.e., Abington Community Bancorp) common stock be held by a mutual holding company (i.e., Abington Mutual Holding Company). The common stock we are offering represents a minority (45%) interest in Abington Community Bancorp.

        This chart shows our new structure after the reorganization:

How We Determined the Price Per Share and the Offering Range

        The offering range is based on an independent appraisal of Abington Banks pro forma market value following the reorganization by RP Financial, LC, an appraisal firm experienced in appraisals of savings institutions. The pro forma market value is the estimated market value of Abington Bank assuming the sale of shares in this offering. RP Financial has estimated that in its opinion as of May 21, 2004 and as updated as of August 20, 2004, Abington Banks estimated market value on a fully converted basis was between $102.0 million and $138.0 million, with a midpoint of $120.0 million. The appraisal was based in part upon Abington Banks financial condition and operations and the effect of the additional capital which will be raised in this offering. The offering is based on a 45% minority interest of this fully converted appraised value.

        RP Financials appraisal incorporates an analysis of a peer group of publicly traded mutual holding company institutions that RP Financial considers to be comparable to Abington Community Bancorp, including an evaluation of the average and median price-to-earnings and price-to-book value ratios indicated by the market prices of the peer companies, with such ratios adjusted to their fully converted equivalent basis. RP Financial applied the peer groups fully-converted pricing ratios, as adjusted for certain qualitative valuation adjustments to account for differences between us and the peer group, to our pro forma earnings and book value to derive our estimated pro forma market value. As is

2

customary with appraisals for proposed initial public offerings by companies with a mutual holding company structure, RP Financial's primary methodology was to value Abington Bank assuming we were issuing 100% of our stock to the public rather than 45% to the public and 55% to the mutual holding company and to further assume that the companies in the peer group had completed a second-step conversion and that 100% of their stock also was held by the public. In addition, RP Financial's appraisal included limited information comparing certain publicly reported pricing ratios of the peer group (without adjusting them based on the assumption that they had completed a second-step conversion) with the pro forma value of the proposed 45% minority stock issuance by Abington Community Bancorp.

        The following table reflects the pricing ratios on a reported basis for the peer group (based upon publicly reported earnings and book value per share) and on a pro forma basis for the proposed 45% minority stock issuance by Abington Community Bancorp in the offering.

(1)

Reflects earnings for the most recent trailing twelve month period for which data is publicly available.

        Compared to the average pricing of the peer group on a reported basis, Abington Bank's pro forma pricing ratios for the 45% minority stock issuance at the maximum of the offering range indicated a discount of 14.7% on a price-to-earnings basis and a discount of 41.1% on a price-to-book basis and 45.0% on a price-to-tangible book basis. At the midpoint of the offering range, our pro forma pricing ratios reflect a 25.4% discount on a price-to-earnings basis and discounts of 45.3% on a price-to-book basis and 48.8% on a price-to-tangible book basis compared to the averages for the peer group on an as reported basis. The estimated appraised value and the resulting premium/discount took into consideration the potential financial impact of the stock offering.

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        The following table presents a summary of selected pricing ratios for the peer group companies and the resulting pricing ratios for Abington Bank adjusted to their fully converted equivalent values.

(1)

Reflects earnings for the most recent trailing twelve month period for which data is publicly available.

        Compared to the average pricing of the peer group, Abington Bank's pro forma pricing ratios at the maximum of the offering range on a fully converted basis indicated a discount of 1.8% on a price-to-earnings basis, a discount of 18.0% on a price-to-book basis and 20.9% on a price-to-tangible book basis. At the midpoint of the offering range, our pricing ratios on a fully converted basis reflect a discount of 13.7% on a price-to-earnings basis and discounts of 21.7% on a price-to-book basis and 24.5% on a price-to-tangible book basis compared to the averages for our peer group.

        RP Financial's calculation of the fully-converted pricing multiples for the peer group companies assumed the pro forma impact of selling the mutual holding company shares of each of the peer group companies at their respective trading prices as of the August 20, 2004 valuation date. The pro forma fully-converted calculation assumed that 8.0% of the shares sold would be purchased by an employee stock ownership plan and 4.0% of the shares sold would be purchased by a restricted stock plan. The expense of the employee stock ownership plan was assumed to be amortized over ten years and the expense of the restricted stock plan was assumed to be amortized over five years. Offering expenses were assumed to equal 2.0% of the gross proceeds raised on the sale of the mutual holding company shares. RP Financial's calculation of the fully-converted pricing multiples for Abington Bank assumed the pro forma impact of selling all of the shares to the public at $10.00 per share. Abington Bank's pro forma fully-converted calculation assumed that 8.0% of the shares sold would be purchased by an employee stock ownership plan and 4.0% of the shares sold would be purchased by a restricted stock plan. The expense of the employee stock ownership plan was assumed to be amortized over 15 years and the expense of the restricted stock plan was assumed to be amortized over five years. Offering expenses were assumed to equal 3.0% of the gross proceeds.

        In accordance with the regulations and policies of the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking, the offering range is based upon the appraised pro forma market value of our common stock, as determined on the basis of an independent valuation. We retained RP Financial to provide us with such valuation. Our Board of Directors carefully reviewed the information contained in the appraisal prepared by RP Financial, including the price-to-earnings and price-to-book information summarized in the tables above, and approved the appraisal of RP Financial and the 45% minority stock issuance. The appraisal report of RP Financial indicated that, in comparing Abington Bank to the peer group, certain adjustments to their pricing multiples should be made including slight downward adjustments due to our slightly lower profitability than the peer group and a slightly reduced capacity to pay dividends. RP Financial made slight upward adjustments due to our comparatively favorable market area and the expected liquidity of our shares. The Board did not

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consider one valuation approach to be more important than any other, but approved the valuation upon consideration of the totality of the information included in RP Financial's report.

        The $10.00 per share was selected primarily because $10.00 is the price per share most commonly used in stock offerings involving reorganization of banking institutions. Subject to regulatory approval, we may increase the amount of common stock offered by up to 15%. We are offering 45% of our shares of common stock in the offering. Accordingly, at the minimum of the offering range, we are offering 4,590,000 shares, and at the maximum, as adjusted, of the offering range we are offering 7,141,500 shares in the subscription offering. The appraisal will be updated before the reorganization is completed. If the pro forma market value of the 45% minority interest in the common stock at that time is either below $45.9 million or above $71.4 million, we will notify subscribers, return the subscription amounts and subscribers will have the opportunity to modify or cancel their order. See The Offering—How We Determined the Price Per Share and the Offering Range for a description of the factors and assumptions used in determining the stock price and offering range.

        The independent appraisal does not indicate market value. Do not assume or expect that our valuation discussed above means that the common stock will trade at or above the $10.00 purchase price after the reorganization.

After-Market Stock Price Performance of Mutual-to-Stock Conversions

        In recent years, the prices of shares of common stock of financial institutions or their holding companies have generally appreciated in the period immediately following the completion of mutual-to-stock conversions like ours. The appraisal report prepared by RP Financial, LC. included examples of this after-market stock price performance. The following table presents stock price appreciation information for all mutual-to-stock conversions and all "first-step" mutual holding company offerings completed between March 4, 2004 and October 5, 2004. "MHC" indicates a "first-step" mutual holding company offering.

Mutual-to-Stock Conversions and "First-Step" Mutual Holding Company Offerings with
Completed Closing Dates between March 4, 2004 and October 5, 2004

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        In certain market conditions, stock prices of mutual-to-stock conversions have decreased, and not increased. For example, while the above table illustrates an average appreciation of 16.3% after one month of trading, the stock of one company was trading below its initial offering price and the stocks of 13 companies were trading above their initial offering prices. The table above presents only short-term historical information on stock price performance, which may not be indicative of the longer-term performance of such stock prices. It is also not intended to predict how our shares of common stock may perform following the conversion and the offering. The historical information in the table may not be meaningful to you because the data were calculated using a small sample and the transactions from which the data were derived occurred primarily during a low market interest rate environment, during which time the trading prices for financial institution stocks typically increase.

        Under certain market and other conditions, many investors consider an investment in mutual-to-stock conversions to be an attractive one. We expect our trustees, trustee emeritus and executive officers, together with their associates, to subscribe for 532,500 shares of common stock in the offering, or 8.57% of the shares to be sold at the maximum of the offering range.

        You should bear in mind that stock price appreciation or depreciation is affected by many factors. There can be no assurance that our stock price will not trade below $10.00 per share, as has been the case for some mutual-to-stock conversions. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled "Risk Factors" beginning on page    .

Use of Net Proceeds from the Sale of Our Common Stock

        We will use the net proceeds from the offering as follows:

        The proceeds to be invested in Abington Bank will be available for its general corporate purposes. See "Use of Net Proceeds" on page    .

The Amount of Stock That May Be Purchased in the Offering

        Subscription purchases in the offering may be made by certain depositors of Abington Bank as well as our employee stock ownership plan. The minimum purchase is 25 shares. Generally, subscribers may purchase no more than 25,000 shares of common stock. The maximum amount of shares that a subscriber together with any "associate" or person that he or she is acting in concert with may purchase generally is 1% of the shares sold (excluding any shares which may be sold above the maximum of the offering range). For this purpose, an "associate" of a person includes:

•

a person's spouse or relatives of such person or such person's spouse living in the same house,



•

companies, trusts or other entities in which such person has a controlling interest or holds a specified position, or

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•

a trust or estate in which such person holds a substantial beneficial interest or serves in a fiduciary capacity.

        We may decrease or increase the maximum purchase limitation without further notice. See "The Offering—Limitations on Common Stock Purchases" on page            .

How Orders in the Offering Will Be Prioritized

        Subscribers in the offering might not receive any or all of the shares they order. If Abington Community Bancorp receives orders for more shares than are available, it will prioritize the orders and allocate stock as set forth below.

        If the above persons do not subscribe for all of the shares offered in the offering, we will offer the remaining shares to the general public, giving preference to persons who reside in the counties in which we have a branch office. See "The Offering—Community Offering" on page    .

How Shares Can Be Paid For

        In the offering, subscribers may pay for shares only by:

•

personal check, bank check or money order, or



•

authorizing Abington Bank to withdraw money from the subscriber's deposit account(s) maintained with us (we will waive any applicable penalties for early withdrawals from certificate of deposit accounts).

        Abington Bank cannot lend funds to anyone for the purpose of purchasing shares.

Deadline for Orders of Stock

        For Abington Bank depositors with subscription rights who wish to purchase shares in the offering, a properly completed stock order form, together with payment for the shares, must be received by Abington Bank no later than 12:00 noon, Eastern time, on                            , 2004, unless this deadline is extended by us. Subscribers may submit order forms by mail using the return envelope provided, by overnight courier to the indicated address on the order form, or by bringing their order forms to one of our full-service branch offices during regular business hours. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond                            , 2004.

Termination of the Offering

        The subscription offering will expire at 12:00 noon, Eastern time, on                            , 2004. In the event that there is a community offering in addition to the subscription offering, we anticipate that such direct community offering would expire at the same time. However, we may extend this expiration date without notice, until                             , 2004, unless bank regulators approve a later date. If the subscription offering and/or community offering extends beyond                            , 2004, we will

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resolicit subscriptions before proceeding with the offerings. All further extensions, in the aggregate, may not last beyond                            , 2006.

Our Dividend Policy

        We currently intend to adopt a policy of paying a regular cash dividend starting the first full quarter after we complete the reorganization. We do not guarantee that we will pay dividends, the amount that any such dividends may be, or that we will not reduce or eliminate dividends in the future.

Subscription Rights Are Not Transferable

        Depositors at Abington Bank who have subscription rights may not assign or sell their subscription rights. Any transfer of subscription rights is prohibited by law. If you exercise your subscription rights to buy stock in the offering you will be required to certify that shares are being purchased solely for your own account and that there is no agreement or understanding regarding the sale or transfer of shares. We intend to pursue any and all legal and equitable remedies if we learn of the transfer of any subscription rights. We will reject orders that we determine involve the transfer of subscription rights. See "The Offering—Restrictions on Transfer of Subscription Rights and Shares" on page    .

Benefits to Management from the Offering

        Our employees, officers, directors and trustees will benefit from the offering due to the implementation of various stock-based benefit plans either adopted in connection with the offering or subsequent to its completion.

•

Full-time employees, including officers, will be participants in our employee stock ownership plan which will purchase shares of common stock in the offering;



•

Subsequent to completion of the reorganization, we intend to implement a:

–    stock recognition and retention plan; and

–    stock option plan

which will benefit our employees and directors.

        Our employee stock ownership plan will buy shares of common stock with a portion of the net proceeds received in the offering. The shares will be allocated to the employee participants in the employee stock ownership plan over a period of time at no cost to the employees.

        The stock recognition and retention plan and stock option plan will be implemented if we receive shareholder approval of the plans. Pursuant to applicable regulations, the aggregate amount of shares reserved for issuance under the stock option plan and acquired by our stock recognition and retention plan will not exceed 25% of the shares issued by us in the reorganization to persons other than Abington Mutual Holding Company. Such shareholder approval cannot be obtained earlier than six months after the reorganization. If the stock recognition and retention and stock option plans are approved by our shareholders, we intend to grant stock awards and options to our employees and directors. The stock awards will consist of shares of Abington Community Bancorp common stock which will be issued at no cost to the recipients. The options will likewise be issued to directors and employees without cost to them but they will be required to pay the applicable exercise price at the time of exercise to receive the shares of common stock covered by the options.

        You will find more information about our employee stock ownership plan and the stock recognition and retention and stock option plans by reading the section of this document entitled "Management—New Stock Benefit Plans" on page    .

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        The following table summarizes the stock benefits that our directors, officers and employees may receive at the midpoint of the offering range assuming that the market value of our common stock is $10.00 per share:

(1)

Reflects the amount of shares in the respective plan as a percentage of shares sold in the Offering excluding shares to be issued to Abington Mutual Holding Company.

(2)

The shares purchased by our employee stock ownership plan and stock recognition and retention plan will equal 8.0% and 4.0%, respectively, of the amount of shares sold in the Offering and the stock option plan will reserve a number of shares equal to 10.0% of the shares sold in the Offering, in each case excluding shares issued to Abington Mutual Holding Company.

(3)

Stock options will be granted with a per share exercise price at least equal to the market price of our common stock on the date of grant. The value of a stock option will depend upon increases, if any, in the price of our common stock during the term of the stock option. The value reflected for stock options assumes that the market price of our common stock is $10.00 per share on the date of grant which would also be the exercise price for each option. For additional information assuming different market values of our common stock, see the tables below.

The following table presents the total value of all shares available for award and issuance under the restricted stock plan assuming a range of values for our common stock as indicated.

The following table presents the aggregate net realizable value of all options available for award and issuance assuming an exercise price of $10.00 per share and further assuming a range of values for our common stock as indicated.

Federal and State Income Tax Consequences of the Reorganization

        We have received an opinion from our federal income tax counsel, Elias, Matz, Tiernan & Herrick L.L.P., that, under federal income tax law and regulation, the tax basis to the shareholders of the common stock purchased in the offering will be the amount paid for the common stock, and that the reorganization will not be a taxable event for us. This opinion, however, is not binding on the Internal Revenue Service. We also have received an opinion that the reorganization should not be a taxable event under Pennsylvania income tax law, see "The Reorganization—Tax Aspects" (page    ). The full

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texts of the opinions are filed as exhibits to the registration statement of which this document is a part, and copies may be obtained from the SEC. See "Additional Information" on page     .

        In its opinion, Elias, Matz, Tiernan & Herrick L.L.P. notes that the subscription rights will be granted at no cost to the recipients, will be legally nontransferable and of short duration, and will provide the recipients with the right only to purchase shares of common stock at the same price to be paid by members of the general public in any community offering. Elias, Matz, Tiernan & Herrick L.L.P. has also noted that RP Financial has issued a letter stating that the subscription rights will have no ascertainable market value. In addition, no cash or property will be given to recipients of the subscription rights in lieu of such rights or to those recipients who fail to exercise such rights. In addition, the IRS was requested in 1993 in a private letter ruling to address the federal tax treatment of the receipt and exercise of nontransferable subscription rights in another reorganization but declined to express any opinion. Elias, Matz, Tiernan & Herrick L.L.P. believes because of such factors that it is more likely than not that the nontransferable subscription rights to purchase common stock will have no ascertainable value at the time the rights are granted. In addition, neither we nor Elias, Matz, Tiernan & Herrick L.L.P. is aware of any instance where the IRS has determined that subscription rights of the type provided in our reorganization have any ascertainable value.

Possible Conversion of Abington Mutual Holding Company to Stock Form

        In the future, we will have the ability to convert Abington Mutual Holding Company from the mutual to capital stock form, in a transaction commonly known as a second-step conversion. In a second-step conversion, members of Abington Mutual Holding Company would have subscription rights to purchase common stock of Abington Community Bancorp or its successor, and the public shareholders of Abington Community Bancorp would be entitled to exchange their shares of common stock for an equal percentage of shares of the converted Abington Mutual Holding Company. The percentage may be adjusted to reflect any assets owned by Abington Mutual Holding Company (other than shares of common stock of Abington Community Bancorp) and any dividends waived by Abington Mutual Holding Company. Our public shareholders, therefore, would own approximately the same percentage of the resulting entity as they owned prior to the second-step conversion. The board of directors has no current plan to undertake a second-step conversion transaction.

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RISK FACTORS

        In addition to the other information in this document, you should consider carefully the following risk factors in deciding whether to purchase our common stock.

        Abington Mutual Holding Company Will Own a Majority of Abington Community Bancorp's Outstanding Common Stock and Will Be Able to Control the Result of Most Matters Put to a Vote of Abington Community Bancorp's Shareholders

        Purchasers of our common stock in the offering will be minority shareholders of Abington Community Bancorp. Abington Mutual Holding Company will own a majority of our common stock after the reorganization, and, through its board of directors, will be able to exercise voting control over most matters put to a vote of our shareholders. The same directors and officers who manage Abington Community Bancorp and Abington Bank also will manage Abington Mutual Holding Company. No assurances can be given that Abington Mutual Holding Company will not take action which the minority shareholders believe to be contrary to their interests. For example, Abington Mutual Holding Company could revise Abington Banks dividend policy, approve the implementation of stock benefit plans, prevent a sale or merger transaction or defeat a candidate for Abington Community Bancorps board of directors or other proposals put forth by the minority shareholders. Moreover, Abington Mutual Holding Companys ownership of a majority of the outstanding shares of Abington Community Bancorp's common stock is likely to perpetuate existing management and directors.

Market Rates of Interest Have Hurt Profitability

        Market rates of interest are at historically low levels. The low levels of market rates of interest generally have reduced the yields earned by financial institutions, including Abington Bank, on interest-earning assets such as loans and investment securities. Abington Bank's average yield on its interest-earning assets was 4.94% during the six months ended June 30, 2004 compared to 5.36% and 6.47% for the years ended December 31, 2003 and 2002, respectively. In addition, many institutions, including Abington Bank, have experienced a narrowing or "compression" of their net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and net interest margin, the net interest income as a percentage of average interest-earning assets. Abington Bank's net interest spread was 2.33% for the six months ended June 30, 2004 compared to 2.50% and 3.03% for the years ended December 31, 2003 and 2002, respectively. Abington Bank's net interest margin was 2.65% for the six months ended June 30, 2004 compared to 2.88% and 3.50% for the years ended December 31, 2003 and 2002, respectively. In addition, a sudden increase in market rates of interest could adversely affect our net portfolio value. In the event of an immediate and sustained 300 basis point increase in interest rates, Abington Bank's net portfolio value, which is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts, would decrease by $7.2 million or 9.46%. Under the same circumstances, our net interest income would be expected to increase by $980,000 or 5.75%.

Our Loans are Concentrated to Borrowers In Our Market Area

        At June 30, 2004, the preponderance of our total loans were to individuals and/or secured by properties located in our market area of Montgomery and Bucks Counties in Pennsylvania. We have relatively few loans outside of our market. As a result, we may have a greater risk of loan defaults and losses in the event of an economic downturn in our market area.

Our Portfolio of Loans With a Higher Risk of Loss Is Increasing

        In recent years, we have increased our originations of construction loans and commercial real estate and multi-family residential real estate loans. These loans have a higher risk of default and loss than single-family residential mortgage loans. The aggregate of construction loans and commercial real

11

estate and multi-family residential loans have increased from $43.0 million or 14.8% of its total loan portfolio at December 31, 1999 to $135.6 million or 32.8% of the total loan portfolio at June 30, 2004. At the same time, the percentage of the loan portfolio comprised of single-family residential mortgage loans has decreased. Single-family residential mortgage loans held by Abington Bank amounted to $228.9 million or 78.8% of its total loan portfolio at December 31, 1999 compared to $235.8 million or 57.1% at June 30, 2004. Construction loans and commercial real estate and multi-family residential real estate loans all generally have a higher risk of loss than single-family residential mortgage loans because repayment of the loans often depends on the successful operation of a business or the underlying property.

Our Low Return on Equity May Affect Our Stock Performance

        Net earnings divided by average equity, known as "return on equity," is a ratio many investors use to analyze the performance of a financial institution. Abington Bank's return on equity was 7.70% for the six months ended June 30, 2004 and 7.85%, 9.11% and 9.71% for the years ended December 31, 2003, 2002 and 2001, respectively. These returns are lower than returns on equity for many comparable publicly traded companies. We expect our return on equity to decrease in view of our expected capital level upon completion of the reorganization unless and until we are able to increase significantly our interest-earning assets. The net proceeds from the reorganization and the offering, which may be as much as $61.9 million, will significantly increase our shareholders' equity. On a pro forma basis and based on net income for the six months ended June 30, 2004 on an annualized basis, our return on equity assuming shares are sold at the maximum of the offering range, would be approximately 4.10%. Based on trailing 12-month data for the most recent publicly available financial information (June 30, 2004), the 11 companies comprising our peer group in the independent appraisal prepared by RP Financial and all publicly traded mutual holding companies had average returns on equity of 5.10% and 5.99%, respectively.

We Will Have Broad Discretion Over the Use of the Proceeds From the Offering

        Although we expect to use the net proceeds of the offering to fund a loan to our employee stock ownership plan, to purchase shares of common stock to fund the stock recognition and retention plan and to purchase all of the stock of Abington Bank, we do not have a specific plan for the use of the remainder of the net proceeds which will be at least $16.6 million at the minimum of the offering range and may be as much as $26.1 million at the maximum, as adjusted, of the offering range. Our management will have broad discretion with respect to the use of the net proceeds. We expect to use the remainder of the net proceeds for general corporate purposes which may include, among other things, purchasing investment securities, funding new loans and further expanding our banking operations. There is a risk that we may fail to effectively use the net proceeds which could have a negative effect on our future profitability.

Our Common Stock Value May Suffer from Anti-Takeover Provisions That May Impede Potential Takeovers that Management Opposes

        Provisions in our corporate documents and in Pennsylvania corporate law, as well as certain federal regulations, may make it difficult and expensive to pursue a tender offer, change in control or takeover attempt that our board of directors opposes. As a result, our shareholders may not have an opportunity to participate in such a transaction, and the trading price of our common stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. Provisions in Abington Community Bancorp's articles of incorporation and bylaws provide, among other things:

•

that no person, other than Abington Mutual Holding Company, can acquire or offer to acquire more than 10% of the issued and outstanding shares of any class of our equity securities;

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•

that our board of directors be divided into classes with only one-third of directors standing for reelection each year;



•

that special meetings of shareholders may be called only by our board of directors;



•

that shareholders generally must provide advance notice of shareholder proposals and director nominations and provide specified related information; and



•

that our board of directors has the authority to issue shares of authorized but unissued common stock and preferred stock and to establish the terms of any one or more series of preferred stock, including voting rights, without additional shareholder approval.

        Provisions of the Pennsylvania Business Corporation Law, which we refer to as the PBCL, applicable to Abington Community Bancorp as well as our articles of incorporation provide, among other things, that we may not engage in a business combination with an "interested shareholder" during the five-year period after the interested shareholder became such except under certain specified circumstances. Under the PBCL, an interested shareholder is generally a holder of 20% or more of the company's voting stock. The PBCL also contains provisions providing for the ability of shareholders to object to the acquisition by a person, or group of persons acting in concert, of 20% or more of its outstanding voting securities and to demand that they be paid a cash payment for the fair value of their shares from the controlling person or group. In addition, there are various regulatory restrictions on takeovers of Abington Community Bancorp and Abington Bank. See "Restrictions on Acquisition of Abington Community Bancorp and Abington Bank and Related Anti-Takeover Provisions" at page    .

        These provisions also will make it more difficult for an outsider to remove our current board of directors or management. See "Restrictions on Acquisition of Abington Community Bancorp and Abington Bank and Related Anti-Takeover Provisions" for a further description of anti-takeover provisions in our corporate documents and under Pennsylvania law and federal regulations.

        During the reorganization process, regulations prohibit any person from offering, or making and announcing an intent to offer, to purchase subscription rights or common stock. In addition, Abington Community Bancorp as a bank holding company, will be subject to the provisions of the Change in Bank Control Act and the Bank Holding Company Act which provide that no person or company, acting directly or indirectly, can acquire control of a bank holding company unless he or it has received the prior approval of the Federal Reserve Board. See "Restrictions on Acquisition of Abington Community Bancorp and Abington Bank and Related Anti-Takeover Provisions—Regulatory Restrictions" for a discussion of the provisions and applicable Federal Reserve Board regulations regarding acquisitions.

Our Employee Stock Benefit Plans Will Increase Costs

        We anticipate that our employee stock ownership plan will purchase between 367,200 shares and 571,320 shares of common stock with funds borrowed from Abington Community Bancorp. The cost of acquiring the employee stock ownership plan shares will be between $3.7 million at the minimum of the offering range and approximately $5.7 million at the adjusted maximum of the offering range assuming the shares are purchased in the offering at a price of $10.00 per share. If the employee stock ownership plan acquires shares in the open market, the price paid may be more than $10.00 per share. We will record annual employee stock ownership plan expenses in an amount equal to the fair value of shares committed to be released to employees. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase. We also intend to submit a stock recognition and retention plan to our shareholders for approval at least six months after completion of the reorganization. Our officers, employees and directors could be awarded, at no cost to them, under the stock recognition and retention plan up to an aggregate of 4.0% of the total shares sold in the Offering (excluding shares issued to Abington Mutual Holding Company). Assuming the

13

shares of common stock to be awarded under the stock recognition and retention plan cost the same as the purchase price in the offering, the reduction in our income from the plan on a pre-tax basis would be between $367,000 and $571,000 a year at the minimum and maximum, as adjusted, of the offering range, respectively. See "Unaudited Pro Forma Data" for a discussion of the increased benefit costs we will incur after the reorganization and how these costs could decrease its return on equity.

Our Employee Stock Benefit Plans May Be Dilutive

        If the reorganization is completed and shareholders subsequently approve a stock recognition and retention plan and a stock option plan, we will allocate stock to our officers, employees and directors through these plans. If the shares for the stock recognition and retention plan are issued from our authorized but unissued stock, the ownership percentage of outstanding shares of Abington Community Bancorp could be diluted by approximately 1.78%. However, it is our intention to repurchase shares of our common stock in the open market to fund the stock recognition and retention plan. Assuming the shares of common stock to be awarded under the stock recognition and retention plan are repurchased at a price equal to the offering price in the offering, the reduction to shareholders' equity from the stock recognition and retention plan would be between $1.8 million and $2.9 million at the minimum and the maximum, as adjusted, of the offering range. The ownership percentage of Abington Community Bancorp public shareholders (those shareholders other than Abington Mutual Holding Company) would also decrease by approximately 4.31% if all potential stock options under our proposed stock option plan are exercised and shares issued from authorized but unissued stock, assuming the offering closes at the maximum of the offering range. On a combined basis, if authorized but unissued shares of our common stock was the source of shares for both the recognition and retention plan and the stock option plan, the interests of public shareholders would be diluted by approximately 5.93%. See "Unaudited Pro Forma Data" for data on the dilutive effect of the stock recognition and retention plan and the stock option plan and "Management—New Stock Benefit Plans" for a description of the plans.

Our $10 Per Share Offer Price, which is Based on An Independent Appraisal by RP Financial, May Not Be Indicative of the Market Price for our Common Stock In the Future, Which May be Higher or Lower

        There can be no assurance that shares of our common stock will be able to be sold in the market at or above the $10.00 per share initial offering price in the future. The final aggregate purchase price of the common stock in the offering will be based upon an independent appraisal. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The valuation is based on estimates and projections of a number of matters, all of which are subject to change from time to time. See "The Offering—How We Determined the Price Per Share and the Offering Range" for the factors considered by RP Financial in determining the appraisal.

There is No Guarantee That an Active Trading Market for Our Common Stock Will Develop

        Because we have never issued stock, there is no current trading market for Abington Community Bancorp common stock. Consequently, we cannot assure or guarantee that an active and liquid trading market for our common stock will develop or that, if developed, will continue. An active and liquid trading market will depend on the existence and individual decisions of willing buyers and sellers at any given time over which neither we nor any market maker will have any control. If an active trading market does not develop or is sporadic, this may hurt the market value of our common stock and make it difficult to buy or sell shares on short notice. We have been conditionally approved to have our common stock listed for quotation on the Nasdaq National Market under the symbol "ABBC."

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There is Strong Competition Among Banks and Other Financial Institutions Within the Market Area Which May Affect Our Future Profitability

        Competition in the banking and financial services industry is intense. In our primary market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Many of these competitors have substantially greater resources and lending limits than us and may offer certain services that we do not or will not provide. The profitability of Abington Bank depends upon our continued ability to successfully compete in our market area.

FORWARD-LOOKING STATEMENTS

        This document contains forward-looking statements, which can be identified by the use of such words as "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect" and similar expressions. These forward-looking statements include:

•

statements of goals, intentions and expectations;



•

statements regarding prospects and business strategy;



•

statements regarding asset quality and market risk; and



•

estimates of future costs, benefits and results.

        These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the factors discussed under the heading "Risk Factors" beginning at page    that could affect the actual outcome of future events:

        Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We have no obligation to update or revise any forward-looking statements to reflect any changed assumptions, any unanticipated events or any changes in the future.

USE OF NET PROCEEDS

        Although the actual net proceeds from the sale of our common stock cannot be determined until the reorganization is completed, it is presently anticipated that the net proceeds from the sale of the common stock will be between $44.4 million at the minimum of the offering range and $60.4 million at the maximum of the offering range. The net proceeds may increase up to $69.6 million assuming an increase in the offering range by approximately 15%. See "Unaudited Pro Forma Data" and "The Offering—How We Determined the Price Per Share and the Offering Range" as to the assumptions used to arrive at such amounts.

15

        We will use the net proceeds from the offering as follows:

(1)

If the employee stock ownership plan buys shares in the open market after the reorganization, the purchase price of those shares may be more or less than the $10.00 per share offering price, which will change the amount of net proceeds used for this purpose.

        The loan to our employee stock ownership plan will be $3.7 million and approximately $5.0 million at the minimum and maximum of the offering range, assuming that it is able to purchase shares in the offering at the purchase price of $10.00 per share. Our employee stock ownership plan will allocate the shares it purchases to employees as the loan is repaid. Purchases by our employee stock ownership plan would amount to 496,800 shares at the maximum of the range or $5.0 million based on a per share price of $10.00. Depending on market conditions, shares repurchased for the stock recognition and retention plan may not be repurchased at $10.00 per share. In the event that the price of our common stock has increased, the cost of the shares purchased for the stock recognition and retention plan will be greater. In addition, if our stock recognition and retention plan is adopted by the board of directors and approved by shareholders, we intend to contribute sufficient funds to the stock recognition and retention plan so that we can purchase a number of shares equal to an aggregate of 4.0% of the shares sold in the Offering (excluding shares issued to Abington Mutual Holding Company). See "Management—New Stock Benefit Plans—Employee Stock Ownership Plan" and "—Stock Recognition and Retention Plan."

        The net proceeds received from the sale of shares of our common stock in the offering will increase the capital of both Abington Community Bancorp and Abington Bank. Half of the net proceeds from the offering will be used by Abington Community Bancorp to buy the common stock of Abington Bank. While we have not identified specific uses for the portion of the net proceeds to be invested in Abington Bank, we anticipate that Abington Bank will use the portion of the cash proceeds it receives for general corporate purposes. On a short-term basis, Abington Bank may purchase investment securities. The net proceeds received by Abington Bank will further strengthen its capital position, which already exceeds all regulatory requirements. At June 30, 2004, Abington Bank's Tier 1 leverage capital ratio was 8.81%. After the reorganization, Abington Bank's Tier 1 leverage capital ratio will be 11.89%, based upon the maximum of the offering range. As a result, Abington Bank will continue to be a well-capitalized institution and will have additional flexibility to grow and diversify. The proceeds invested in Abington Bank, in addition to funding new loans and being invested in equity securities, may also be used to finance the further expansion of our banking operations. In addition, the net proceeds may ultimately be used in the future to support further expansion of Abington Bank's operations through acquisitions of other financial institutions or branch offices, although no such transactions are specifically being considered at this time.

        A portion of the net proceeds from the offering retained by Abington Community Bancorp will be used to make a loan to our employee stock ownership plan in an amount sufficient to permit it to buy an amount equal to 8.0% of the shares of our common stock sold in the offering (excluding shares issued to Abington Mutual Holding Company). The remaining portion of the net proceeds after the

16

loan to the employee stock ownership plan and its purchase of Abington Bank's common stock will be retained by Abington Community Bancorp and will be available for general corporate purposes. We may initially use the remaining net proceeds to invest in deposits at Abington Bank, U.S. Government and federal agency securities of various maturities, federal funds, mortgage-backed securities, or a combination thereof. In addition, assuming shareholder approval of its proposed stock recognition and retention plan in the year after the reorganization is completed, we intend to contribute sufficient funds to the trust so that it can purchase a number of shares equal to an aggregate of 4.0% of the common stock sold in the Offering. The net proceeds retained by Abington Community Bancorp may ultimately be used to:

•

support the operations of Abington Bank after its reorganization;



•

support possible additional future expansion of operations of Abington Bank through establishment of additional branch offices or other customer facilities, acquisition of other financial institutions or branch offices, expansion into other lending markets or diversification into other banking-related businesses, although no such transactions are specifically being considered at this time;



•

invest in deposits at Abington Bank or securities; or



•

fund repurchases of our common stock or serve as a source of possible payments of cash dividends to shareholders.

        Applicable regulations require us to sell common stock in the offering in an amount equal to its estimated pro forma market value, as determined by an independent appraisal. See "The Offering—How We Determined the Price Per Share and the Offering Range." To the extent we have excess capital upon completion of the reorganization, we intend to consider stock repurchases and dividends. However, without non-objection from the Federal Deposit Insurance Corporation, we cannot conduct any stock repurchases during the first year after we complete the reorganization.

        As reflected in the table above, other than the proposed loan to fund our employee stock ownership plan and the proposed purchase of shares for our recognition and retention plan, we have not specifically identified how we will use the bulk of the net proceeds from the offering. In addition, given that Abington Bank is already considered well capitalized for regulatory purposes, the bank does not necessarily need its portion of the net proceeds at this time in order to continue its operations as currently conducted. We determined to undertake the reorganization and offering at this time primarily because of the advantages provided by the mutual holding company form of organization rather than any specific need for additional capital. We believe that the reorganization will facilitate our ability to consider mergers and acquisitions with other institutions and companies, although there are no current arrangements, understandings or agreements regarding any such opportunities. Given the continuing consolidation in the banking industry, we believe that it is important for us to maximize our ability to consider opportunities to expand and diversify our operations, and the reorganization will facilitate this by enhancing our capital base and providing us with stock as a potential form of currency. In addition, the reorganization will provide us with additional flexibility to undertake additional activities through existing or newly formed subsidiaries and permit us greater access to the capital markets in the future. In addition, the offering will permit us to offer stock based benefit plans as part of our compensation package. Finally, the additional capital from the offering will permit us to make larger loans and facilitate our ability to make additional investments in securities.

        Our net proceeds may vary because total expenses of the reorganization may be more or less than those estimated. The net proceeds also will vary if the number of shares to be issued in the offering is adjusted to reflect a change in our estimated pro forma market value. Payments for shares purchased in the subscription offering made through withdrawals from existing deposit accounts at Abington Bank will not result in the receipt of new funds for investment but will result in a reduction of Abington

17

Community Bancorp interest expense and liabilities as funds are transferred from interest-bearing certificates or other deposit accounts.

WE INTEND TO PAY QUARTERLY CASH DIVIDENDS

        After we complete the reorganization, our board of directors will have the authority to declare dividends on the common stock, subject to statutory and regulatory requirements. We intend to adopt a policy of paying a regular cash dividend starting with the first full quarter after the reorganization. However, the rate of such dividends and the initial or continued payment thereof will depend upon a number of factors, including the amount of net proceeds retained by us in the reorganization, investment opportunities available to us, capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, dividends paid to us by Abington Bank and general economic conditions. No assurances can be given that any dividends will be paid or if paid, the amount or that they will not be reduced or eliminated in future periods. Special cash dividends, stock dividends or tax-free returns of capital may be paid in addition to, or in lieu of, regular cash dividends.

        If Abington Community Bancorp pays dividends to its shareholders, it will be required to pay dividends to Abington Mutual Holding Company, unless Abington Mutual Holding Company elects to waive dividends. We do not currently anticipate that Abington Mutual Holding Company will waive dividends paid by Abington Community Bancorp. Any decision to waive dividends will be subject to regulatory approval. See "Regulation—Dividend Waivers by Abington Mutual Holding Company."

        Dividends from us may eventually depend, in part, upon receipt of dividends from Abington Bank, because we initially will have no source of income other than dividends from Abington Bank, earnings from the investment of proceeds from the sale of common stock retained by us, and principal and interest payments with respect to our loan to our employee stock ownership plan.

        Any payment of dividends by Abington Bank to Abington Community Bancorp which would be deemed to be drawn out of Abington Banks bad debt reserves would require a payment of taxes at the then-current tax rate by Abington Bank on the amount of earnings deemed to be removed from the reserves for such distribution. Abington Bank does not intend to make any distribution to Abington Community Bancorp that would create such a federal tax liability. See "Taxation."

        Unlike Abington Bank, Abington Community Bancorp is not subject to the above regulatory restrictions on the payment of dividends to its shareholders, although the source of such dividends may eventually depend, in part, upon dividends from Abington Bank in addition to the net proceeds retained by it and earnings thereon.

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POSSIBLE CONVERSION OF ABINGTON MUTUAL HOLDING COMPANY TO STOCK FORM

        Applicable regulations specifically authorize mutual holding companies such as Abington Mutual Holding Company to (i) convert to stock form and (ii) exchange stock issued by the converted holding company (e.g., Abington Mutual Holding Company) for stock issued by a subsidiary holding company (e.g., Abington Community Bancorp). In the future, Abington Mutual Holding Company may convert from the mutual to stock form in a transaction commonly known as a second-step conversion. In a second-step conversion, members of Abington Mutual Holding Company would have subscription rights to purchase common stock of Abington Community Bancorp, or its successor, and the public shareholders of Abington Community Bancorp (i.e., the shareholders other than Abington Mutual Holding Company) would be entitled to exchange their shares of common stock for shares of the converted Abington Mutual Holding Company pursuant to an exchange ratio. The exchange ratio would ensure that, subject to adjustment, after the second-step conversion, the public shareholders of Abington Community Bancorp would maintain approximately the same percentage ownership interest in the common stock of Abington Community Bancorp or its successor. This exchange ratio may be adjusted to reflect any assets owned by Abington Mutual Holding Company (other than the common stock of Abington Community Bancorp) and any dividends waived by Abington Mutual Holding Company. Abington Community Bancorps public shareholders would own approximately the same percentage of the resulting entity as they owned prior to the second-step conversion. We have no current plans to undertake a second-step conversion transaction. Although Abington Mutual Holding Company may convert to stock form in the future, Abington Mutual Holding Company has no current plans and there can be no assurance as to when, if ever, such a conversion will occur. Any decision by Abington Mutual Holding Company to convert to stock form would require the approval of its members prior to the transaction and approval of Abington Community Bancorp's shareholders.

MARKET FOR OUR COMMON STOCK

        Because this is our initial public offering, there is no market for Abington Community Bancorp common stock at this time. We have been conditionally approved to have our common stock listed for quotation on the Nasdaq National Market under the symbol "ABBC."

        There can be no assurance that an active and liquid trading market will develop for our common stock. The development of an active and liquid trading market depends upon the existence of willing buyers and sellers, the presence of which is not within our control or the control of any market maker. You should not view our common stock as a short-term investment. Furthermore, there can be no assurance that you will be able to sell your shares at or above the $10.00 per share purchase price of the offering. Keefe, Bruyette & Woods, Inc. intends to make a market in our common stock upon completion of the reorganization and will assist us in encouraging at least three additional market makers to establish and maintain a market for our common stock but it is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for the shares of our common stock will develop or, if developed, will be maintained.

REGULATORY CAPITAL REQUIREMENTS

        At June 30, 2004, Abington Bank exceeded all of its regulatory capital requirements. The table on the following page sets forth our historical capital amounts under accounting principles generally accepted in the United States of America and regulatory capital at June 30, 2004, and our pro forma capital after giving effect to the reorganization and the offering, based upon the sale of the number of shares shown in the table. The pro forma capital amounts reflect the receipt by Abington Bank of 50% of the net offering proceeds. The pro forma risk-based capital amounts assume the investment of the net proceeds received by Abington Bank in assets which have a risk-weight of 20% under applicable regulations, as if such net proceeds had been received and so applied at June 30, 2004.

19

(1)

Adjusted total or adjusted risk-weighted assets, as appropriate.

20

OUR CAPITALIZATION

        The following table presents the historical capitalization of Abington Bank at June 30, 2004, and our pro forma consolidated capitalization after giving effect to the reorganization, based upon the sale of the number of shares shown below and the other assumptions set forth under Pro Forma Data.

(Footnotes on following page)

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(1)

As adjusted to give effect to an increase in the number of shares which could occur due to an increase in the offering range of up to 15% to reflect changes in market and financial conditions before we complete the reorganization or to fill the order of our employee stock ownership plan.

(2)

Does not reflect withdrawals from deposit accounts for the purchase of common stock in the reorganization. Such withdrawals would reduce pro forma deposits by the amount of such withdrawals.

(3)

The sum of the par value and additional paid-in capital accounts equals the net reorganization proceeds. No effect has been given to the anticipated issuance of additional shares of common stock pursuant to our proposed stock option plan. We intend to adopt a stock option plan and to submit such plan to shareholders at a meeting of shareholders to be held at least six months following completion of the reorganization. If the plan is approved by shareholders, an amount equal to 10.0% of the shares of common stock sold in the Offering (excluding shares issued to Abington Mutual Holding Company), will be reserved for future issuance under such plan. Your ownership percentage would decrease by approximately 4.31% if all potential stock options are exercised from our authorized but unissued stock. See "Unaudited Pro Forma Data" and "Management—New Stock Benefit Plans—Stock Option Plan."

(4)

The retained earnings of Abington Bank will be substantially restricted after the reorganization. Abington Mutual Holding Company will have an initial capitalization of $100,000 in cash which will be paid in by Abington Bank.

(5)

Assumes that 8.0% of the common stock sold in the offering, excluding shares issued to Abington Mutual Holding Company, will be purchased by our employee stock ownership plan in the offering at a price of $10.00 per share. If the employee stock ownership plan buys shares in the market after the reorganization, the purchase price of those shares may be more or less than the $10 per share offering price, which will change the amount of net proceeds used for this purpose. The common stock acquired by our employee stock ownership plan is reflected as a reduction of shareholders equity. Assumes the funds used to acquire our employee stock ownership plan shares will be borrowed from Abington Community Bancorp. See Note 1 to the table set forth under "Unaudited Pro Forma Data" and "Management—New Stock Benefit Plans—Employee Stock Ownership Plan."

(6)

Gives effect to the restricted stock plan which we expect to adopt after the reorganization and present to shareholders for approval at a meeting of shareholders to be held at least six months after we complete the reorganization. No shares will be purchased by the restricted stock plan in the reorganization, and such plan cannot purchase any shares until shareholder approval has been obtained. If the restricted stock plan is approved by our shareholders, the plan intends to acquire an amount of common stock equal to 4.0% of the shares of common stock sold in the Offering, excluding shares issued to Abington Mutual Holding Company, or 183,600, 216,000, 248,400 and 285,660 shares at the minimum, midpoint, maximum and 15% above the maximum of the offering range, respectively. The table assumes that shareholder approval has been obtained and that such shares are purchased in the open market at $10.00 per share. The common stock so acquired by the restricted stock plan is reflected as a reduction in shareholders equity. If the shares are purchased at prices higher or lower than the initial purchase price of $10.00 per share, such purchases would have a greater or lesser impact, respectively, on shareholders equity. If the restricted stock plan purchases authorized but unissued shares from Abington Community Bancorp, such issuance would dilute the voting interests of existing shareholders by approximately 1.78%. Abington Community Bancorp intends to contribute capital to the restricted stock plan to fund the purchase of shares. See "Unaudited Pro Forma Data," "Management—New Stock Benefit Plans—Stock Recognition and Retention Plan" and "Use of Net Proceeds."

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UNAUDITED PRO FORMA DATA

        The actual net proceeds from the sale of our common stock in the offering cannot be determined until the reorganization is completed. However, the offering net proceeds are currently estimated to be between $44.4 million and $60.4 million, or up to $69.6 million in the event the offering range is increased by approximately 15%, based upon the following assumptions:

•

We will sell all shares of common stock in the subscription offering;



•

Our employee stock ownership plan will purchase an amount equal to 8.0% of the shares sold in the offering (excluding shares issued to Abington Mutual Holding Company) at a price of $10.00 per share with a loan from Abington Community Bancorp;



•

expenses of the offering, other than the fees to be paid to Keefe, Bruyette & Woods, Inc., are estimated to be $1,050,000;



•

532,500 shares of common stock will be purchased by our executive officers, trustees and trustee emeritus and their immediate families; and



•

Keefe, Bruyette & Woods, Inc. will receive fees equal to 1.25% of the aggregate purchase price of the shares of stock sold in the offering, excluding any shares purchased by any employee benefit plans, and any of our trustees, trustee emeritus, officers or employees or members of their immediate families.

        We have prepared the following tables, which set forth our historical consolidated net income and shareholders' equity prior to reorganization and our pro forma consolidated net income and shareholders' equity following the reorganization. In preparing these tables and in calculating pro forma data, the following assumptions have been made:

•

Pro forma earnings have been calculated assuming the stock had been sold at the beginning of the period and the net proceeds had been invested at an average yield of 2.09% for the six months ended June 30, 2004 and the year ended December 31, 2003, which approximates the yield on a one-year U.S. Treasury bill adjusted to a constant maturity ("CMT") on June 30, 2004.



•

The pro forma after-tax yield on the net proceeds from the offering is assumed to be 1.38% for the six months ended June 30, 2004 and the year ended December 31, 2003, based on an effective tax rate of 34.0%.



•

No withdrawals were made from Abington Bank's deposit accounts for the purchase of shares in the offering.



•

Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of stock, as adjusted in the pro forma net income per share to give effect to the purchase of shares by the employee stock ownership plan.



•

Pro forma shareholders' equity amounts have been calculated as if our common stock had been sold in the offering on June 30, 2004 and December 31, 2003, respectively, and, accordingly, no effect has been given to the assumed earnings effect of the transactions.

        The following pro forma information may not be representative of the financial effects of the reorganization at the date on which the reorganization actually occurs and should not be taken as indicative of future results of operations. Pro forma shareholders' equity represents the difference between the stated amount of our assets and liabilities computed in accordance with generally accepted accounting principles. Shareholders' equity does not give effect to intangible assets in the event of a liquidation. The pro forma shareholders' equity is not intended to represent the fair market value of

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the common stock and may be different than amounts that would be available for distribution to shareholders in the event of liquidation.

        The tables do not reflect the possible issuance of additional shares to be reserved for future issuance pursuant to our proposed stock option plan. See "Management—New Stock Benefit Plans." The tables do give effect to the stock recognition and retention plan, which we expect to adopt following the reorganization and present, together with the stock option plan, to our shareholders for approval at a meeting to be held at least six months after the reorganization is completed. If approved by shareholders, the stock recognition and retention plan intends to acquire an amount of common stock equal to 4.0% of the shares of common stock sold in the Offering (excluding shares issued to Abington Mutual Holding Company), either through open market purchases, if permissible, or from authorized but unissued shares of common stock. The table assumes that shareholder approval has been obtained and that the shares acquired by the stock recognition and retention plan are purchased in the open market at $10.00 per share. There can be no assurance that shareholder approval of the stock recognition and retention plan will be obtained, that the shares will be purchased in the open market or that the purchase price will be $10.00 per share.

        The tables on the following pages summarize historical consolidated data of Abington Bank and Abington Community Bancorp's pro forma data at or for the dates and periods indicated based on the assumptions set forth above and in the table and should not be used as a basis for projection of the market value of our common stock following the reorganization.

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(Footnotes on next page)

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(1)

Per share net income data is based on 9,845,040, 11,582,400, 13,319,760 and 15,317,724 shares outstanding at the minimum, midpoint, maximum and adjusted maximum of the estimated range, respectively, which represents shares sold in the offering, and shares to be allocated or distributed under our ESOP for the period presented.

(2)

It is assumed that 8.0% of the aggregate shares sold in the offering (excluding shares issued to Abington Mutual Holding Company) offering will be purchased by our ESOP at a price of $10.00 per share. The funds used to acquire such shares are assumed to have been borrowed by the ESOP from Abington Community Bancorp and that such loan will have a 15-year amortization period. If the employee stock ownership plan buys shares in the market after the reorganization, the purchase price of those shares may be less or more than $10 per share offering price, which will vary the amount of proceeds used for this purpose. The amount to be borrowed is reflected as a reduction to shareholders' equity. Annual contributions are expected to be made to the ESOP in an amount at least equal to the principal and interest requirement of the debt. The pro forma net income assumes: (i) that the contribution to the ESOP is equivalent to the debt service requirement for the six months ended June 30, 2004, at an average fair value of $10.00 per share; and (ii) only the ESOP shares committed to be released were considered outstanding for purposes of the net income per share calculations.

(3)

Gives effect to the stock recognition and retention plan we expect to adopt following completion of the reorganization. This plan is expected to acquire a number of shares of common stock equal to an aggregate of 4.0% of the shares of common stock sold in the Offering (excluding shares issued to Abington Mutual Holding Company), or 183,600, 216,000, 248,400 and 285,660 shares of common stock at the minimum, midpoint, maximum and adjusted maximum of the estimated offering range, respectively, either through open market purchases or directly from Abington Community Bancorp. In calculating the pro forma effect of the stock recognition and retention plan, it is assumed that the shares were acquired by the plan at the beginning of the period presented in open market purchases at $10.00 per share and that 20% of the amount contributed was an amortized expense during such period. The issuance of authorized but unissued shares of our common stock to the stock recognition and retention plan instead of open market purchases would dilute the voting interests of existing shareholders by approximately 1.78% at the midpoint of the offering range.

(4)

No effect has been given to the issuance of additional shares of common stock pursuant to the stock option plan that we expect to adopt following the reorganization. Under the stock option plan, an amount equal to the aggregate 10.0% of the common stock sold in the Offering (excluding shares issued to Abington Mutual Holding Company), or 459,000, 540,000, 621,000 and 714,150 shares at the minimum, midpoint, maximum and adjusted maximum of the estimated offering range, respectively, will be reserved for future issuance upon the exercise of options to be granted under the stock option plan. The issuance of common stock pursuant to the exercise of options under our stock option plan will result in the dilution of existing shareholders' voting power by approximately 4.31%, at the mid-point of the offering range.

(5)

The retained earnings of Abington Bank will continue to be substantially restricted after the reorganization.

(6)

Shareholders' equity per share data is based upon 10,200,000, 12,000,000, 13,800,000 and 15,870,000 shares outstanding at the minimum, midpoint, maximum and adjusted maximum of the estimated offering range, respectively, representing shares issued in the offering, shares purchased by our ESOP and stock recognition and retention plan.

(7)

Based on pro forma net income for the six months ended June 30, 2004.

(8)

As adjusted to give effect to an increase in the number of shares which could occur due to an increase in the estimated offering range of up to 15% as a result of regulatory considerations, demand for the shares, or changes in market or general financial and economic conditions following the commencement of the offering.

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