SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
December 31, 1997 (December 17, 1997)
SIS Bancorp, Inc.
(Exact name of registrant as specified in charter)
Massachusetts 000-20809 04-3303264
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
1441 Main Street, Springfield, MA 01102
(Address of principal executive offices) (Zip code)
(413) 748-8000
Registrant's telephone number, including area code
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 17, 1997, SIS Bancorp, Inc. ("SIS") completed its merger
(the "Merger") with Glastonbury Bank & Trust Company ("GBT"), pursuant to an
Agreement and Plan of Reorganization dated as of August 18, 1997 (the "Merger
Agreement") by and between SIS and GBT. In accordance with the terms of the
Merger Agreement, a wholly owned subsidiary of SIS merged with and into GBT,
which then became a wholly owned subsidiary of SIS. Each share of GBT common
stock, par value $2.50 per share, outstanding immediately prior to the Merger
was converted into the right to receive 74/100ths (0.74) of a share of common
stock of SIS, par value $.01 per share.
The Merger constitutes a tax-free reorganization and no gain or loss
will be recognized by SIS or GBT as a result of the Merger. The Merger will be
accounted for as a "pooling of interests" transaction.
Certain additional information regarding the Merger is contained in
SIS's press release dated December 18, 1997, a copy of which is included as an
exhibit hereto and incorporated herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release of SIS, dated December 18, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
SIS Bancorp, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIS BANCORP, INC.
Date: December 31, 1997 By: /s/ John F. Treanor
Name: John F. Treanor
Title: Executive Vice President, Chief
Financial Officer and Treasurer
Exhibit 99.1
P R E S S SIS Bancorp
R E L E A S E
FOR IMMEDIATE RELEASE
Date: December 18, 1997 Contact: Ting Chang, Vice President
Investor Relations
(413) 748-8271
SIS BANCORP COMPLETES MERGER OF GLASTONBURY BANK & TRUST
Springfield, Massachusetts, December 18, 1997--SIS Bancorp, Inc. ("SIS")
(NASDAQ: SISB) and Glastonbury Bank & Trust Company ("GBT") (NASDAQ: GLBT)
announced today that, having received all necessary regulatory and stockholder
approvals, the merger of GBT with SIS has been completed. The merger resulted in
GBT becoming a wholly owned banking subsidiary of SIS.
"We are pleased to have been able to complete this transaction as planned by
year end," said F. William Marshall, Jr., president and chief executive officer
of SIS Bancorp. "I am grateful for the efforts of the Board of Directors, the
shareholders, and the employees of SIS and GBT that have made this possible. As
we embark upon a new beginning, we will continue to focus on those activities
that have brought us success to date. We look forward to the new year and the
opportunity to realize the potential of our combined companies," said Marshall.
As a result of the merger, SIS is now a financial institution of approximately
$1.7 billion in total assets. SIS is the holding company for Springfield
Institution for Savings, headquartered in Springfield, MA, and GBT,
headquartered in Glastonbury, CT. These subsidiaries operate a total of 34
banking offices in central Connecticut and western Massachusetts.
The merger was completed by the exchange of approximately 1.4 million shares of
SIS common stock for all outstanding GBT common stock. Based on a twenty-day
average closing bid price of SIS common stock through December 10, 1997, of
$34.63, GBT shareholders would be entitled to receive stock equal to
approximately $25.63 for each share of GBT common stock and the transaction
would be valued at approximately $46.9 million.
After the issuance of the additional shares of common stock for the merger, SIS
Bancorp will have approximately 6.9 million shares outstanding. These shares
will continue to be traded on the NASDAQ National Market System under the
current symbol of SISB.
Any questions pertaining to this release may be forwarded to Ms. Ting Chang,
vice president Investor Relations, at (413) 748-8271.
