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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 30, 1995
BAYBANKS, INC.
(Exact name of registrant as specified in its charter)
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Massachusetts 0-959 04-2008039
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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175 Federal Street, Boston, Massachusetts 02110
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 482-1040
CONFORMED COPY
Exhibit Index appears on page 3
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Item 5. Other Events.
Effective after the close of business on June 30, 1995,
BayBanks, Inc. (the "Company") acquired NFS Financial Corp.
("NFS"), a New Hampshire-based savings and loan holding company.
The acquisition was structured as a merger of BayBank New
Hampshire, Inc. ("BBNH"), a wholly owned subsidiary of the
Company, with and into NFS pursuant to the terms of an
Acquisition Agreement dated December 22, 1994 among NFS, the
Company and BBNH (the "Acquisition Agreement"). As a result of
the merger, NFS became a wholly-owned subsidiary of the Company
and its name was changed to BayBank New Hampshire, Inc.
Following the acquisition, the two subsidiary banks of NFS, NFS
Savings Bank, FSB of Nashua, N.H. and Plaistow Co-operative
Bank, FSB of Plaistow, N.H. were merged into a single federal
savings bank under the name BayBank FSB.
The Acquisition Agreement was filed as an exhibit to the
Company's Current Report on Form 8-K filed January 4, 1995. In
accordance with the terms of the Acquisition Agreement, each
share of NFS common stock, par value $.01, issued and
outstanding at the time of consummation of the acquisition was
converted into the right to receive (a) $20.15 in cash and (b)
0.1696 of a share of the Company's common stock, $2.00 par
value. In addition, all options to purchase NFS common stock
that were outstanding and unexercised upon consummation of the
acquisition were converted into options to purchase shares of
the Company's common stock.
A copy of a press release of the Company issued in connection
with the consummation of the acquisition is attached hereto as
an exhibit and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
See Exhibit Index on Page 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
BAYBANKS, INC.
Date: July 6, 1995 By: /s/ Michael W. Vasily
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Michael W. Vasily
Executive Vice President and Treasurer
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EXHIBIT INDEX
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Exhibit
No. Description
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99 BayBanks, Inc. Press Release Dated June 30, 1995 entitled
"BayBanks, Inc. Completes Acquisition of NFS
Financial Corp."
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Exhibit No. 99
BayBanks(R) BayBanks, Inc. 175 Federal Street, Boston, MA 02110
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News
CONTACT: Investor:
Michael W. Vasily
(617)482-1040
Media:
Bruce E. Spitzer
(617)788-7812 FOR IMMEDIATE RELEASE
BAYBANKS, INC. COMPLETES ACQUISITION OF NFS FINANCIAL CORP.
BOSTON, June 30, 1995 -- BayBanks, Inc. (NMS-BBNK) has announced that
it has completed the acquisition of the southern New Hampshire-based holding
company NFS Financial Corp. (NMS-NFSF). Following the transaction, NFS Savings
Bank of Nashua and Plaistow Cooperative Bank of Plaistow will be merged and
operate as BayBank FSB, headquartered in Nashua. The acquisition adds $618
million of assets and 11 new offices to the BayBank network.
Under the terms of the agreement, NFS shareholders will receive
$20.15 in cash and 0.1696 share of BayBanks' common stock for each NFS share
held, or a total value of approximately $33.50 per share based on today's
closing price of BayBanks' common stock. The total acquisition value is
approximately $98 million.
BayBanks, Inc. Vice Chairman Richard F. Pollard will become chief
executive officer of BayBank FSB, succeeding James H. Adams, president and
chief executive officer. In keeping with previously announced plans, Mr. Adams
will continue to serve the bank in an advisory capacity. Robert J. Rzasa will
continue as executive vice president and chief operating officer of the bank.
Mr. Rzasa also has been elected a director.
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"This event marks the beginning of our plan to bring to the southern
New Hampshire market BayBank's extensive line of convenience-based products and
services," said William M. Crozier, Jr., chairman and president of BayBanks,
Inc. "We are fortunate to start with the outstanding reputation created by NFS
in the communities it has served so well over the years. We look forward to
providing to customers, both old and new, BayBank's high level of value-added
services that consumers and businesses throughout Massachusetts have come to
know and enjoy."
BayBanks, Inc., headquartered in Boston, is one of New England's
largest bank holding companies with $10.8 billion in assets at March 31, 1995.
In March, BayBanks, Inc. also announced plans to acquire Cornerstone Financial
Corporation of Derry, N.H., a $141 million commercial bank with 11 offices in
southern New Hampshire. This transaction is pending shareholder and regulatory
approval and is expected to close later in the year.
