<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1996
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EMERALD ISLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 6036 04-3300934
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or organization) classification code number) identification
Number)
730 HANCOCK STREET
QUINCY, MASSACHUSETTS 02170
(617) 479-5001
(Address, including zip code and telephone number,
including area code, of registrant's executive offices)
ANNE H. STOSSEL, ESQUIRE
ROCHE, CARENS & DEGIACOMO, P.C.
99 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 451-9300
(Name, address including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [X]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(b) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Title of shares to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering price registration fee
share(1) (1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 287,755 $19.375 $5,575,253 $1,689.46
value $1.00
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based, in accordance with Rule 457 under the Securities Act of 1933,
upon the high and low prices reported in the NASDAQ National Market System
for shares of Emerald Isle Bancorp, Inc. common stock as of December 27,
1996.
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Page 1 of 22 pages Exhibit Index at Sequential Page 16
<PAGE>
PROSPECTUS
EMERALD ISLE BANCORP, INC.
AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
287,755 Shares of Common Stock
This Prospectus relates to 287,755 shares of Common Stock, par value $1.00 per
share (the "Common Stock"), of Emerald Isle Bancorp, Inc. (the "Company"), being
offered hereby to the shareholders of the Company in connection with the
Company's Automatic Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan"). The Plan provides shareholders with a convenient and economical method
of increasing their equity ownership in the company by investing cash dividends
in additional shares of Common Stock, without payment of any brokerage
commission or service fee.
A shareholder who elects to participate in the Plan may (i) have cash dividends
paid by the Company on all of the shares held by such shareholder automatically
reinvested in newly issued shares of Common Stock at the then current market
price of the shares and/or (ii) invest optional cash payments, in newly issued
shares of Common Stock in an amount per calendar quarter between $50 and $5,000.
The price of shares of Common Stock purchased with optional cash payments will
be the then current market price.
This Prospectus relates to shares of Common Stock of the Company registered for
purchase under the Plan.
PARTICIPANTS SHOULD RETAIN THIS OFFERING CIRCULAR FOR FUTURE REFERENCE.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
_______________
The date of this Prospectus is December 30, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities Exchange Commission (the "SEC"). Such reports, proxy statements and
other information may be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, as well as the following SEC Regional Offices: 7 World Trade Center,
Suite 1300, New York, NY 10048; 1401 Brickell Avenue, Suite 200, Miami, FL
33131; Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661;
1801 California Street, Suite 4800, Denver, CO 80202; and 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, CA 90036. Copies of such material may also
be obtained at prescribed rates by writing to the SEC, Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the SEC by the Company, are
incorporated in and made a part of this Prospectus by reference:
(a) The Annual Report of The Hibernia Savings Bank for the year ended
December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
(c) The Company's Form S-8 Registration Statement filed with the SEC
on November 4, 1996.
(d) The Company's form 8-K Current Report filed with the SEC on
October 11, 1996.
(e) The Company's Form 8-A Registration Statement filed with the SEC
on August 9, 1996, including the description of the Company's
Common Stock contained in such Registration Statement.
(f) The Proxy Statement of The Hibernia Savings Bank dated March 15,
1996.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON SUCH PERSON'S WRITTEN OR ORAL REQUEST, A COPY OF
ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN INCORPORATED IN
THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO:
EMERALD ISLE BANCORP, INC.
730 HANCOCK STREET
QUINCY, MASSACHUSETTS 02170
ATTENTION: GERARD F. LINSKEY, TREASURER
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<PAGE>
EMERALD ISLE BANCORP, INC.
The Company is a bank holding company incorporated under the laws of the
Commonwealth of Massachusetts in January, 1996, and is registered under the Bank
Holding Company Act of 1956, as amended. The Company is the holding company for
The Hibernia Savings Bank (the "Bank") and was organized at the direction of the
Bank for the purpose of becoming the Bank's holding company. The Bank is a
stockholder owned, Massachusetts chartered savings bank.
The Company and the Bank are headquartered in Quincy, Massachusetts. The
Bank conducts a general commercial and full-service retail banking business
in Quincy and in its branch offices. The Bank's deposit accounts are insured
by the Bank Insurance Fund of the Federal Deposit Insurance Corporation to a
maximum of $100,000 for each insured depositor. The Bank is also subject to
supervision and regulation by the Board of Governors of the Federal Reserve
System and the Massachusetts Division of Banks. There are also various
requirements and restrictions under the laws of the United States of America
and the Commonwealth of Massachusetts which affect the operations of the Bank.
These laws include usury requirements, restrictions relating to investments
and other requirements.
The executive offices of the Company and the Bank are located at 730
Hancock Street, Quincy, Massachusetts 02170. The Bank's main office is 731
Hancock Street, Quincy, Massachusetts. The Bank maintains branch offices at 101
Federal Street, Boston, Massachusetts, 65 Franklin Street, Quincy,
Massachusetts, 1150 Washington Street, Weymouth, Massachusetts, 274 Main Street,
Hingham, Massachusetts, 397 Washington Street, Stoughton, Massachusetts and at
Quincy High School, Quincy, Massachusetts. The Bank maintains loan centers at
730 Hancock Street, Quincy, Massachusetts, 731 Hancock Street, Quincy,
Massachusetts and 51 Commercial Street, Braintree, Massachusetts.
AUTOMATIC DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
THE PLAN
The Company's Automatic Dividend Reinvestment and Common Stock Purchase
Plan (the "Plan") is set forth in a question and answer format.
The Company hereby offers participation in the Plan. The Plan provides
holders of record of shares of Common Stock with a convenient and economical
method of investing cash dividends plus optional cash payments in additional
shares of Common Stock without payment of any brokerage commission or service
fee. Any holder of record of shares of Common Stock is eligible to join the
Plan.
Each participant in the Plan may:
(a) Have cash dividends on all of his or her shares automatically
reinvested in newly issued shares of Common Stock at the then current market
price of the shares, and/or;
(b) Invest optional cash payments in newly issued shares of Common Stock
at the then current market price in any amount per calendar quarter from a
minimum of $50 to a maximum of $5,000.
The price per share of Common Stock purchased through the Plan will be the
closing bid price as quoted on the NASDAQ National Market System on the last
business day of the month in which the Company receives the Participant's funds,
or on the Dividend Investment Date as is applicable. If there is no quoted bid
price in the shares of Common Stock on the NASDAQ National Market System on the
applicable date, the purchase price per share shall be determined by the Company
on the basis of such market information as it shall deem appropriate.
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<PAGE>
Shareholders who do not choose to participate in the Plan will continue to
receive cash dividends, as declared, by check in the usual manner.
The following is a question and answer statement of the provisions of the
Plan.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide each eligible shareholder, as defined
by Question 5 below ("Participant" or collectively "Participants"), with an
economical and convenient method of investing cash dividends and optional cash
payments in shares of Common Stock of the Company without payment of any
brokerage commission or service charge. Shares of Common Stock purchased
through the Plan by Participants will be acquired directly from the Company
rather than on the open market. The proceeds from the sale of Common Stock
pursuant to the Plan will be used for general corporate purposes.
ADVANTAGES
2. What are the advantages to shareholders of participating in the Plan?
(a) Shares purchased through the Plan will be priced at the then current
market price.
(b) Shareholders are not required to pay any commission or service charge
in connection with purchases under the Plan.
(c) The Plan provides Participants with the two investment options
discussed under Question 3 below.
(d) Participants' funds will be fully invested under the Plan because the
Plan permits fractions of shares, as well as full shares, to be credited to
Participant's accounts.
(c) Mellon Securities Transfer Services will provide each Participant with
a statement of account each time a transaction occurs which changes
Participant's balances.
INVESTMENT ALTERNATIVES
3. What are the two investment alternatives available to Participants?
Each Participant may:
(a) Automatically invest the dividends on all his or her full and
fractional shares of Common Stock and may make optional cash payments for newly
issued shares of Common Stock; and/or,
(b) Invest optional cash payments in newly issued shares of Common Stock
and receive all dividends in cash on full and fractional shares owned by the
Participant.
ADMINISTRATION
4. Who administers the Plan for the Participants?
Gerard F. Linskey, the Treasurer of the Company, will serve as Plan
Administrator and Chase Mellon Shareholder Securities Transfer Services will
serve as the Transfer Agent.
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<PAGE>
PARTICIPATION
5. Who is eligible to participate in the Plan?
All holders of record of Common Stock are eligible to participate fully in
the Plan. If Common Stock of a shareholder is registered in a name other than
that of the shareholder (E.G., in the name of a broker or bank nominee), the
shareholder who wants to participate in the Plan must either make appropriate
arrangements for the nominee to participate in the Plan, or the shareholder must
become a shareholder of record by having his or her shares transferred to the
shareholder's own name.
PROCEDURES RELATING TO PARTICIPATION BY SHAREHOLDERS
6. How does a shareholder participate?
A shareholder may join the Plan at any time by completing the Shareholder
Authorization Form and returning it to the Company. Those shareholders who do
not wish to participate in the Plan will continue to receive cash dividends at
such times as dividends are paid to all shareholders.
A shareholder may obtain a Shareholder Authorization Form at any time by
writing to:
Gerard F. Linskey, Treasurer
Emerald Isle Bancorp, Inc.
730 Hancock Street
Quincy, MA 02170
or by calling Mr. Linskey at (617) 479-5001.
7. What does the Shareholder Authorization Form provide?
The Shareholder Authorization Form allows each Participant to decide the
extent to which he or she wants to participate in the Plan through either of the
following investment options:
(a) "Dividend Reinvestment" directs the Company to invest in accordance
with the Plan all of a Participant's dividends on all shares of Common Stock
then or subsequently registered in a Participant's name, and permits a
Participant to make optional cash payments for the purchase of additional shares
in accordance with the Plan.
(b) "Optional Cash Purchases Only" permits a Participant to make optional
cash payments for the purchase of additional shares of Common Stock in
accordance with the Plan. All cash dividends on full and fractional shares will
be remitted to the Participant.
8. How may a Participant change his or her method of participating in the
Plan?
A Participant may change his or her method of participating in the Plan at
any time be completing a Shareholder Authorization Form and returning it to:
Gerard F. Linskey, Treasurer
Emerald Isle Bancorp, Inc.
730 Hancock Street
Quincy, MA 02170
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9. When will dividends be invested?
Cash dividends on Common Stock will most likely be paid by the Company on a
quarterly basis. The dividend investment date for each dividend declared will
be the same date as the dividend payment date fixed by the Board of Directors of
the Company (the "Dividend Investment Date"). Of course, there can be no
assurances that any dividends will be paid by the Company in the future.
If the Shareholder Authorization form signed by a shareholder entitled to a
dividend is received by the Plan Administrator on or before the record date for
the next dividend payment, additional shares of Common Stock will be purchased
for the shareholder on that Dividend Investment Date. If the Shareholder
Authorization Form is received by the Plan Administrator after the record date
for the dividend payment, then the reinvestment of dividends will not begin
until the next applicable Dividend Investment Date.
OPTIONAL CASH PAYMENTS
10. Who is eligible to make optional cash payments?
Shareholders who have submitted a signed Shareholder Authorization Form,
whether or not they have authorized the reinvestment of dividends, are eligible
to make optional cash payments.
11. To what extent may a shareholder make optional cash payments?
The opportunity to make cash payments is available to each shareholder and
is available under each of the Plan's investment options. A shareholder may
make optional cash payments each calendar quarter totaling between $50 and
$5,000.
The Company will return optional cash payments submitted by a shareholder
to the extent that the aggregate optional cash payments exceed the minimum
amount permitted or if any payment is less than $50. The same amount of money
need not be invested each quarter. There is no obligation to use, nor any
penalty for not using, the optional cash payment feature of the Plan.
12. How does the "Optional Cash Purchases Only" investment option operate?
If a shareholder chooses to participate by making optional cash payments
only, the Company will pay cash dividends on all shares registered in the
shareholder's account in the usual manner and will apply any optional cash
payments received from the shareholder to the purchase of additional shares of
Common Stock for the shareholder's account in the Plan. The Company will pay
future cash dividends on shares in the Plan purchased pursuant to the "Optional
Cash Purchases Only" feature of the Plan to the shareholder in the usual manner
in which cash dividends are paid on Common Stock.
An initial optional payment may be made by a shareholder when enrolling by
enclosing a check with the Shareholder Authorization Form; thereafter optional
cash payments may be invested by submitting a check. Checks should be made
payable to Emerald Isle Bancorp, Inc.
13. When will optional cash payments received by the Company be invested?
When stock is to be purchased using only optional cash payments, payments
must be received at least two (2) business days prior to the investment date.
The investment date will be the first business day of each month.
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PURCHASES
14. How many shares of Common Stock will be purchased for shareholders?
The number of shares to be purchased depends upon the amount of the
shareholder's dividends reinvested, the amount of any optional cash payments and
the purchase price of shares of Common Stock as determined in accordance with
Question 15. Each shareholder's account will be credited with the number of
shares, including fractions computed to four decimal places, equal to the total
amount to be invested, divided by the applicable purchase price of each share.
15. What will be the price of shares of Common Stock purchased under the
Plan?
The price of shares of Common Stock purchased for shareholders through the
Plan with dividends paid on Common Stock, including dividends on the shares of
Common Stock credited to the shareholder's accounts, or with optional cash
payments under the Plan will be the closing bid price as quoted on the NASDAQ
National Market System on the last business day of the month during which the
Company receives the Participant's funds, or on the Dividend Investment Date, as
is applicable. If there is no quoted bid price in the shares of Common Stock on
the NASDAQ National Market System, the purchase price per share shall be
determined by the Company on the basis of such market information as it shall
deem appropriate.
COSTS
16. Are there any expenses to Participants in connection with purchases
under the Plan?
No, there are no service charges. All costs of administration of the Plan
are paid by the Company.
CERTIFICATES FOR SHARES
17. Will stock certificates be automatically issued for shares of Common
Stock purchased?
No, the number of shares credited to an account under the Plan will be
shown on the Participant's statement of account.
A certificate for the number of shares up to the number of all full shares
credited to an account under the Plan will be issued at any time during the
calendar year upon the written request of a Participant. This request should be
mailed to:
Gerard F. Linskey, Treasurer
Emerald Isle Bancorp, Inc.
730 Hancock Street
Quincy, MA 02170
Shares credited to the account of a Participant under the Plan may not be
pledged. A Participant who wishes to pledge shares must request that
certificates for such shares be issued in his or her name.
Certificates for fractional shares will be not be issued under any
circumstances.
18. In whose name will accounts be maintained and certificates registered
when issued?
Accounts for each Participant will be maintained by the Transfer Agent in
the Participant's name as shown on the Company's records at the time the
Participant enters the Plan (the "account name"). When issued, certificates for
full shares will be registered in the account name.
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CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL FROM PARTICIPATION
19. When will a Participant's request to change his or her method of
participation become effective?
Any changes in a Participant's method of participation in the dividend
reinvestment feature of the Plan will become effective as of an upcoming
Dividend Investment Date if written notice of such intention is received by the
Company on or before the record date for that dividend payment.
20. May a Participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a Participant may request to
withdraw from the Plan at any time.
21. How does a Participant withdraw from the Plan?
In order to withdraw from the Plan, a Participant must notify the Plan
Administrator in writing that he or she wishes to withdraw. Written notice
should be addressed to Gerard F. Linskey, Treasurer, Emerald Isle Bancorp, Inc.,
730 Hancock Street, Quincy, MA 02170. When a Participant withdraws from the
Plan or upon termination of the Plan by the Company, certificates for full
shares credited to a Participant's account under the Plan will be issued and a
cash payment will be made for any fraction of a share.
If the request to withdraw is received on or after the record date for a
dividend, any cash dividend paid on that Dividend Payment Date will be
reinvested in Common Stock and credited to the Participant's account in
accordance with the Participant's previous instructions under the Plan. Any
optional cash payment sent to the Company prior to the request to withdraw will
be invested in Common Stock in accordance with the Plan.
The request to withdraw will then be processed as promptly as possible
following such date. Thereafter, all dividends will be paid in cash to the
Participant. A Participant my re-enroll in the Plan at any time.
22. What happens to a fraction of a share when a Participant withdraws
from the Plan?
When a Participant withdraws from the Plan, a cash adjustment representing
any fraction of a share will be mailed to the Participant. The cash payment
will be based upon the closing bid price per share for shares of Common Stock on
the NASDAQ National Market System on the business day that the withdrawal
request is received by the Company. If shares of Common Stock are not traded on
such date, such market price as the Company shall deem appropriate shall be
used.
VOTING
23. How will Participant's shares held under the Plan be voted at meetings
of shareholders?
Each Participant will receive a single proxy card covering those shares of
Common Stock credited to his or her account under the Plan and those shares
registered in the Participant's name that are not within the Plan. If the proxy
card is returned properly signed and marked for voting, all of the shares will
be voted as marked. The total number of full shares held may be voted in person
at shareholders' meetings.
If a proxy card is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect to
any item, all of the Participant's shares will be voted (to the extent legally
permissible) in accordance with the recommendations of the Board of Directors of
the
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<PAGE>
Company. If the proxy card is not returned, or if it is returned unsigned or
improperly signed, none of the Participant's shares covered by such proxy card
will be voted unless the Participant or his or her duly appointed representative
votes in person at the meeting. These procedures are consistent with the
actions taken with respect to shareholders who are not participating in the
Plan.
TAXES
24. What are the federal income tax consequences of participation in the
Plan?
A Participant in the Plan electing the dividend reinvestment option will be
treated for federal income tax purposes as receiving a distribution in an amount
equal to 100% of the fair market value on the Dividend Investment Date of all
full and fractional shares credited to the Participant. The distribution will
be taxable as a dividend. The tax basis of the shares will be an amount equal
to their fair market value on the Dividend Investment Date. The Company intends
to determine and report the distribution amount on the basis that the fair
market value per share of Common Stock issued pursuant to the reinvestment
option is the closing bid price as quoted on the NASDAQ National Market System
on the Dividend Investment Date or on the basis of such market quotations as the
Company shall deem appropriate, if shares of Common Stock are not traded on the
Dividend Investment Date.
The holding period for Common Stock credited to a Participant's account
pursuant to a dividend reinvestment option will begin on the day following the
Dividend Investment Date.
The holding period for Common Stock credited to a Participant's account
pursuant to the optional cash payment provisions will begin on the day following
the Company's receipt of funds.
A Participant will not realize any taxable income upon receipt of
certificates for whole shares which have been credited to the Participant's
account, whether received upon the Participant's request, or upon termination of
participation in the Plan, or upon termination of the Plan.
A Participant will realize gain or loss when Common Stock acquired pursuant
to the Plan is sold or exchanged. The amount of such gain or loss will be the
difference between the amount which the Participant receives for the shares and
the tax basis of the stock.
Eligible shareholders who are considering participating in the Plan are
urged to consult with their own tax advisors prior to joining the Plan. The
Company provides no tax advice or related services.
OTHER INFORMATION
25. May the Plan be changed or discontinued?
While the Company presently intends to continue the Plan indefinitely, the
Company reserves the right to amend, suspend, modify or terminate the Plan at
any time. Notice of any such amendment, suspension or modification will be sent
to participating shareholders. Should the Company decide to terminate the Plan,
it will provide participating shareholders with at least thirty (30) days
notice of such action.
26. What is the responsibility of the Company and the Transfer Agent under
the Plan?
The Company and the Transfer Agent will not be liable for any act done in
good faith or for any omission to act in good faith, including, without
limitation, any claim of liability arising out of failure to terminate a
Participant's account upon a Participant's death prior to receipt of notice in
writing of such death.
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<PAGE>
The Participant should recognize that neither the Company nor the Transfer
Agent can assure the Participant of a profit or protect him or her against a
loss on the shares purchased under the Plan. An investment in Shares of Common
Stock is, as are all equity investments, subject to significant market
fluctuations.
27. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan as may be
necessary or desirable in connection with the operation of the Plan. The Plan
will be governed by the laws of the Commonwealth of Massachusetts, except to the
extent that federal law shall be deemed to apply.
LEGAL OPINION
The validity of the shares of the Common Stock being offered hereby has
been passed upon for the Company by Roche, Carens & DeGiacomo, P.C., 99 High
Street, Boston, Massachusetts 02110.
EXPERTS
The consolidated financial statements of the Hibernia Savings Bank as of
December 31, 1995 incorporated by reference herein and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 67 of Chapter 156B of the General Laws of Massachusetts provides
that directors, officers, employees and other agents of a corporation, and
persons who serve at its request as directors, officers, employees or other
agents of another organization, or who serve at its request in any capacity with
respect to any employee benefit plan may be indemnified against liability to the
extent specified by the articles of organization, a by-law adopted by the
stockholders, or by a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors. This indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or such other organization, or no
longer serves with respect to any such employee benefit plan.
The By-laws of the Company provide that Officers and Directors shall, and
in the discretion of the Board of Directors, non-officer employees may, be
indemnified by the Company against expenses arising out of service for, or on
behalf of the Company. The By-laws provide that such indemnification shall not
be provided if it is determined that the action giving rise to the liability was
not taken in good faith in the reasonable belief that the action was in the best
interest of the Company. The By-laws of the Company provide that the
indemnification in the By-laws does not limit any other right to indemnification
existing independently of the By-laws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE ANY OF THE DATES AS OF WHICH INFORMATION IS FURNISHED HEREIN OR
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.
TABLE OF CONTENTS
PAGE
Available Information 1
Incorporation of Certain Documents
by Reference 1
Emerald Isle Bancorp, Inc. Automatic
Dividend Reinvestment and Common
Stock Purchase Plan 2
Legal Opinion 9
Indemnification of Officers and Directors 9
EMERALD ISLE BANCORP, INC.
287,755 SHARES
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
PROSPECTUS
FOR STOCK TO BE ISSUED UNDER THE AUTOMATIC DIVIDEND REINVESTMENT AND COMMON
STOCK PURCHASE PLAN
DECEMBER 30, 1996
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<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
*SEC registration fee $1,700
*Printing and Word-processing 1,000
*Legal fees and expenses 7,500
*Accounting fees and expenses 2,500
*Blue Sky filing fees and expenses 500
------
Total $13,200
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of Chapter 156B of the General Laws of Massachusetts sets forth
the circumstances under which directors, officers, employees and other agents of
a corporation may be indemnified against liability which they may incur in such
capacities.
SECTION 67 INDEMNIFICATION OF OFFICERS AND DIRECTORS
Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.
II-1
<PAGE>
ITEM 16. EXHIBITS
The exhibits filed as part of this Registration Statement are as follows:
Exhibit Description
- ------- -----------
4.1 Emerald Isle Bancorp, Inc. Automatic Dividend
Reinvestment and Common Stock Purchase Plan is set
forth in full in the Prospectus, to which reference is made
4.2 Shareholder Authorization Form
5 Opinion of Roche, Carens & DeGiacomo, P.C.
regarding the legality of the securities being
registered hereby (with consent)
23 Consent of Arthur Andersen LLP
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Quincy, State of Massachusetts, on December 23, 1996.
EMERALD ISLE BANCORP, INC.
By: /s/ Mark A. Osborne
Mark A. Osborne, President
duly authorized
Pursuant to the requirements of The Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Mark A. Osborne President and Director December 23, 1996
Mark A. Osborne
/s/ Richard S. Straczynski Executive Vice President December 23, 1996
Richard S. Straczynski
/s/ Gerard F. Linskey
Gerard F. Linskey Treasurer December 23, 1996
/s/ Douglas C. Purdy Clerk and Director December 23, 1996
Douglas C. Purdy
/s/ Richard P. Quincy Director December 23, 1996
Richard P. Quincy
/s/ Peter L. Maguire Director December 23, 1996
Peter L. Maguire
/s/ John V. Murphy Director December 23, 1996
John V. Murphy
/s/ Thomas P. Moore, Jr. Director December 23, 1996
Thomas P. Moore, Jr.
/s/ Michael T. Putziger Director December 23, 1996
Michael T. Putziger
II-3
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
4.1 The Emerald Isle Bancorp, Inc. Automatic Dividend --
Reinvestment and Common Stock Purchase Plan is set
forth in full in the Prospectus, to which reference is made.
4.2 Shareholder Authorization Form 18
5 Opinion of Roche, Carens & DeGiacomo, P.C. 20
regarding the legality of the securities being
registered hereby (with consent)
23 Consent of Arthur Andersen LLP 22
<PAGE>
Exhibit 4.2
<TABLE>
<S><C>
I WISH TO PARTICIPATE IN THE AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN ON THE FOLLOWING BASIS:
1. [ ] Automatic dividend reinvestment.
and/or
2. [ ] Optional cash payments.
(A check must be submitted with this form.)
Signatures of all registered owners. Please date and sign as your name(s) appear on this form.
________________________________________
(Shareholder)
________________________________________
(Shareholder)
Date_____________________________ 19___
</TABLE>
<PAGE>
Exhibit 5
[LETTERHEAD]
December 23, 1996
Emerald Isle Bancorp, Inc.
Board of Directors
730 Hancock Street
Quincy, MA 02170
Re: Registration Statement on Form S-3
----------------------------------
Emerald Isle Bancorp, Inc. Automatic Dividend
Reinvestment and Common Stock Purchase Plan
Dear Board Members:
We have acted as special counsel to Emerald Isle Bancorp, Inc., a
Massachusetts Corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $1.00 per share (the
"Common Stock") of the Company which may be issued pursuant to the Emerald Isle
Bancorp, Inc. Automatic Dividend Reinvestment and Common Stock Purchase Plan
(the "Plan"), all as more fully described in the Registration Statement.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock, when issued pursuant to and in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3.
Very truly yours,
Roche, Carens & DeGiacomo, P.C.
By: /s/ Michael T. Putziger
Michael T. Putziger, Esquire
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 10, 1996
incorporated by reference in The Hibernia Savings Bank's Annual Report for the
year ended December 31, 1995 and to all references to our firm included in this
registration statement. We also consent to the reference to our firm under the
caption "Experts."
Boston, Massachusetts /s/ Arthur Andersen LLP
December 27, 1996
