As filed with the Securities and Exchange Commission
on April 23, 1998
Registration No. 33-
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4 EF
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SALISBURY BANCORP, INC.
-----------------------
(Exact name of Registrant as specified in its charter)
------------
CONNECTICUT 0-14550 PENDING
- - ----------- ------- -------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Classification Code Identification No.)
incorporation or Number)
organization)
-----------------------
SALISBURY BANCORP, INC.
5 BISSELL STREET
LAKEVILLE, CT 06039-1868
TEL. (860) 435-9801
-------------------
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
5 BISSELL STREET
LAKEVILLE, CT 06039-1868
TEL. (860) 435-9801
-------------------
(Address of principal place of business or intended principal
place of business)
JOHN F. PEROTTI
5 BISSELL STREET
LAKEVILLE, CT 06039-1868
TEL. (860) 435-9801
-------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies of all communications to:
J. J. CRANMORE
CRANMORE, FITZGERALD & MEANEY
49 WETHERSFIELD AVENUE
HARTFORD, CONNECTICUT 06114
TELEPHONE (860) 522-9100
-----------
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: in connection with the Formation of a holding company and there is
compliance with General Instruction G, check the following box: [X ]
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<CAPTION>
============================================================================================================================
CALCULATION OF REGISTRATION FEE
- - ----------------------------------------------------------------------------------------------------------------------------
Title of Each Class of
Securities to be Proposed Maximum Amount Proposed Maximum Aggregate Offering Amount of Registration
Registered to be Registered Offering Price Per Unit Price Fee *
- - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value 1,577,856 N/A N/A $10,557.32
$.10 per share
============================================================================================================================
</TABLE>
* Estimated solely for the purpose of computing the registration fee. Pursuant
to Rule 457(f)(1) under the Securities Act of 1933, the registration fee is
based upon the market value of the 260,273 shares of common stock of
Salisbury Bank and Trust Company to be exchanged in the Reorganization
($35,787,537), has not been allocated among the common stock of the
registrant to be issued in the Reorganization and is not based on the market
value of such securities.
<PAGE>
SALISBURY BANCORP, INC.
Cross-Reference Sheet Between Items in Form S-4 and Prospectus
Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Item No. Form S-4 Caption Heading In Prospectus
- - -------- ---------------- ---------------------
<S> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION
Item 1. Forepart of Registration Statement and Cover Page of Registration
Outside Front Page Statement; Cross Reference
Front Cover Page of Prospectus Sheet; Outside Front Cover Page
of Prospectus
Item 2. Inside Front and Outside Back Cover Inside Front Cover Page of
Pages of Prospectus Prospectus; Available Information;
Table of Contents
Item 3. Risk Factors, Ratio of Earnings to Summary; Risk Factors; Introduction;
Fixed Charges and Other Information Approval of the Plan and Exchange
Item 4. Terms of the Transaction Summary; Approval of the Plan and
Exchange; Company Capital Stock;
Comparison of the Rights of
Holders of Bank Common Stock and
Company Common Stock
Item 5. Pro Forma Financial Information Historical and Pro Forma
Combined Capitalization
Item 6. Material Contracts with the Company *
Acquired
Item 7. Additional Information Required for *
Reoffering by Persons and Parties Deemed
to be Underwriters
Item 8. Interests of Named Experts and Counsel *
Item 9. Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities
B. INFORMATION ABOUT THE REGISTRANT
Item 10. Information with Respect to S-3 *
Registrants
Item 11. Incorporation of Certain Information by *
Reference
Item 12. Information with Respect to S-2 or S-3 *
Registrants
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Item No. Form S-4 Caption Heading In Prospectus
- - ------------------------- ---------------------
<S> <C> <C>
Item 13. Incorporation of Certain Information by *
Reference
Item 14. Information with Respect to Registrants Available Information; Summary;
Other than S-2 or S-3 Registrants Approval of the Plan of Exchange;
Historical and Pro Forma Combined
Capitalization; Management of the
Company
C. INFORMATION ABOUT THE COMPANY
BEING ACQUIRED
Item 15. Information with Respect to S-3 Companies *
Item 16. Information with Respect to S-2 or S-3 *
Companies
Item 17. Information with Respect to Companies Available Information; Summary;
Other than S-2 or S-3 Companies Business of Salisbury; Selected
Consolidated Financial Data,
Management's Discussion Analysis
D. VOTING AND MANAGEMENT INFORMATION
Item 18. Information if Proxies, Consents or Summary; Introduction; Approval
Authorizations Are to be Solicited of the Plan and Exchange
Item 19. Information if Proxies, Consent or *
Authorization Are Not to be Solicited
or in an Exchange Offer
- - --------------------
* Omitted because inapplicable or answer is in the negative.
</TABLE>
<PAGE>
SALISBURY BANK AND TRUST COMPANY
5 BISSELL STREET
LAKEVILLE, CONNECTICUT 06039
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Salisbury Bank and Trust Company (the "Bank") will be held at the Main Office of
the Bank, 5 Bissell Street, Lakeville, Connecticut on Saturday, the 27th day of
June, 1998, at 10:00 a.m. for the following purposes:
1. To elect two (2) directors for a three (3) year term; who with
the eight (8) directors whose terms do not expire at this
meeting, will constitute the full Board of Directors of the
Bank.
2. To approve the appointment by the Board of Directors of
Shatswell, MacLeod & Company, P.C. as independent auditors for
the year ending December 31, 1998.
3. To approve the Agreement and Plan of Reorganization by which
the Bank's proposed holding company, Salisbury Bancorp, Inc.
would acquire all of the outstanding common stock of the Bank
in exchange for its common stock.
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed May 15, 1998 as the record date for
the determination of shareholders entitled to notice of, and to vote at, this
Annual Meeting or any adjournment thereof. In order that you may be represented
at the meeting, please complete, date, sign, and mail promptly the enclosed
proxy for which a postage-prepaid return envelope is provided. If you attend the
meeting and desire to vote in person, your proxy will not be used.
BY ORDER OF THE BOARD OF DIRECTORS,
SALISBURY BANK AND TRUST COMPANY
/s/ MARGARET M. WILCOX
-----------------------------------
Margaret M. Wilcox
Secretary
May 22, 1998
<PAGE>
The Proxy is being solicited by the Board of Directors.
SALISBURY BANCORP, INC.
AND
SALISBURY BANK AND TRUST COMPANY
5 BISSELL STREET
LAKEVILLE, CONNECTICUT 06039
(860) 435-9801
PROXY STATEMENT AND PROSPECTUS
3,000,000 Shares of Common Stock, par
value $.10 per share of Salisbury Bancorp, Inc.
This document serves as a Proxy Statement for the Annual Meeting of
Shareholders of Salisbury Bank and Trust Company ("Salisbury" or the "Bank") and
as a Prospectus of Salisbury Bancorp, Inc. (the "Company") with respect to
shares of Company common stock, par value $.10 per share (the "Company Common
Stock") to be offered in connection with a proposed acquisition by the Company
of Salisbury pursuant to an Agreement and Plan of Reorganization (the "Plan")
between Salisbury and the Company.
At the Annual Meeting, shareholders will be asked to vote upon a
proposal to approve the Plan by which the Company would acquire all of the
outstanding Salisbury Common Stock, par value $3.33 per share (the "Bank Common
Stock") in a transaction whereby each shareholder of Salisbury will receive six
(6) shares of the Company's Common Stock for each share of Salisbury Common
Stock owned by them. Salisbury will thereby become a wholly owned subsidiary of
the Company.
Shareholders also will be asked at the Annual Meeting to vote on to
elect two (2) directors for a three (3) year term; who with the eight (8)
directors whose terms do not expire at this meeting, will constitute the full
Board of Directors of the Bank and the ratification of the appointment of
Shatswell, MacLeod & Company, P.C. as Salisbury's independent certified public
accountants to audit the books and accounts for the year ending December 31,
1998.
Any shareholders who object to the Plan and who give proper notice
thereof on or before the date of the Annual Meeting have the right, under
Connecticut law, to receive payment for the value of their stock if they follow
the required statutory procedures. See the section entitled "Appraisal Rights of
Dissenting Shareholders" for further information concerning the rights of
dissenting shareholders.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT AND PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS
-2-
<PAGE>
HAVING BEEN AUTHORIZED. THE PROXY STATEMENT AND PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES
OFFERED BY THIS PROXY STATEMENT AND PROSPECTUS, OR THE SOLICITATION OF A PROXY,
IN ANY JURISDICTION, TO OR FROM ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION OF AN OFFER OR PROXY SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROXY STATEMENT AND PROSPECTUS NOR ANY DISTRIBUTION
OF THE SECURITIES MADE UNDER THIS PROXY STATEMENT AND PROSPECTUS SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS PROXY STATEMENT AND
PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION ("SEC"), THE FEDERAL DEPOSIT INSURANCE
CORPORATION ("FDIC") OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC, THE
FDIC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Proxy Statement and Prospectus is __________, 1998.
-3-
<PAGE>
AVAILABLE INFORMATION
Salisbury Bank and Trust Company ("Salisbury" or the "Bank") is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules, and regulations thereunder. In
accordance therewith, Salisbury files reports, proxy statements and other
information with the Federal Deposit Insurance Corporation (the "FDIC"). Such
reports, proxy statements and other information filed by Salisbury are available
for inspection and copying, upon payment of prescribed fees, at the public
reference facilities maintained by the FDIC at 550 17th Street, Room F-643,
N.W., Washington, DC 20429 and are available for inspection in the Public
Inspection File maintained by the Public Information Department of the Federal
Reserve Bank in New York at 33 Liberty Street, New York, New York 10045.
It is expected that the Company will be subject to the informational
requirements of the Exchange Act and in accordance therewith will file reports,
proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy statements, and other information,
when filed can be inspected and copied at the SEC's Public Reference Section,
Room 1204, 450 Fifth Street, N.W., Washington, DC 20549, and at the following
Regional Offices of the SEC: New York Regional Office, Room 1028, Federal
Building, 26 Federal Plaza, New York, New York 10006; and Chicago Regional
Office, Room 1204, Everett McKinley Dirksen Building, 219 South Dearborn Street,
Chicago, Illinois 60604. Copies of such material can also be obtained from the
Public Reference Section of the SEC, 450 Fifth Street N.W., Washington, DC 20549
at prescribed rates. The SEC maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants, such as
the Company, that file electronically with the SEC. The address of the SEC's Web
site is (http://www.sec.gov).
NO AGENT, OFFICER OR DIRECTOR OF SALISBURY OR THE COMPANY OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROXY STATEMENT AND PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY SALISBURY OR THE COMPANY.
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<PAGE>
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION .........................................................4
SUMMARY ...................................................................... 8
RISK FACTORS .................................................................12
HISTORICAL AND PRO FORMA COMBINED CAPITALIZATION .............................14
INTRODUCTION .................................................................15
General ................................................................15
Record Date; Voting Rights. ............................................15
Solicitation, Revocation and Use of Proxies ............................16
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT ...............................17
MANAGEMENT OF THE BANK .......................................................19
Principal Shareholders of the Bank .....................................19
PROPOSAL 1 - ELECTION OF DIRECTORS ...........................................19
Committees of the Board of Directors ...................................21
Fees ...................................................................22
Director Attendance ....................................................22
Certain Business Relationships .........................................22
Indebtedness of Management and Others ..................................22
EXECUTIVE COMPENSATION OF PRINCIPAL OFFICERS .................................24
Summary Compensation Table .............................................24
Options/SAR Grants In Last Fiscal Year .................................24
Aggregated Options/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Options/SAR Values ............................25
Insurance ..............................................................25
Pension Plan ...........................................................25
Compliance with Section 16(a) of the Exchange Act 26 ..............26
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITORS ...................................................27
PROPOSAL 3 - APPROVAL OF THE PLAN AND THE EXCHANGE ...........................27
General ................................................................27
Background of the Exchange .............................................28
Reasons for the Exchange ...............................................29
Vote Required ..........................................................28
Exchange of Salisbury Shares ...........................................29
Governmental and Regulatory Approvals ..................................30
Federal Income Tax Consequences ........................................30
Conditions to the Exchange .............................................31
Amendment ..............................................................31
Termination and Abandonment ............................................31
Accounting Treatment ...................................................32
Salisbury Stock Options ................................................32
Expenses ...............................................................32
Resale of Company Common Stock .......................................32
Listing on the AMEX Stock Market .......................................32
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<PAGE>
Deregistration of the Bank's Common Stock ..............................33
APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS ..................................33
CERTAIN LEGAL MATTERS ........................................................34
The Bank Holding Company Act ...........................................34
Connecticut Bank Holding Company and Bank Acquisition Act ..............36
COMPANY CAPITAL STOCK ........................................................36
Voting Rights ..........................................................36
Preemptive Rights ......................................................37
Dividend Rights ........................................................37
Transfer Agent and Registrar ...........................................37
Market .................................................................37
BANK CAPITAL STOCK ...........................................................37
Market .................................................................37
Dividends ..............................................................38
COMPARISON OF THE RIGHTS OF HOLDERS OF BANK COMMON STOCK
AND COMPANY COMMON STOCK .................................................39
General ................................................................39
Limitation of Liability of Directors ...................................39
Capitalization .........................................................40
Voting and Other Rights ................................................40
Dividends ..............................................................40
Preemptive Rights ......................................................41
Shareholders' Meetings .................................................41
Board of Directors .....................................................41
Fair Price Provision ...................................................42
Board of Directors Approval of a Business Combination or Stock Purchase 43
Certificate of Incorporation Amendments ................................44
Bylaw Amendments .......................................................44
Appraisal Rights .......................................................45
Transfer Agent and Registrar ...........................................45
Indemnification ........................................................46
Preferred Stock ........................................................46
REGULATION AND SUPERVISION ...................................................46
Connecticut Regulation .................................................46
Capital Requirements ...................................................47
FDIC Regulation ........................................................48
Federal Reserve System Regulation ......................................48
Effects of Government Policy ...........................................52
THE BUSINESS OF THE COMPANY ..................................................52
Competition ............................................................52
Bank Properties ........................................................54
Legal Proceedings ......................................................54
Certain Supervisory Matters ............................................55
SELECTED CONSOLIDATED FINANCIAL DATA OF THE BANK .............................56
MANAGEMENT'S DISCUSSION AND ANALYSIS .........................................57
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<PAGE>
Overview ...............................................................57
Results of Operations ..................................................58
Average Balances, Interest Earned or Paid And Rates ....................60
Financial Condition ....................................................61
Recent Accounting Pronouncement ........................................64
Disclosures Relating to "Year 2000" ....................................64
Forward Looking Statements .............................................65
FINANCIAL STATEMENTS ..................... ...................................66
MANAGEMENT OF THE COMPANY ....................................................67
General Information ....................................................67
Board of Directors of the Company ......................................67
PROPOSAL 4 - OTHER BUSINESS ..................................................67
SHAREHOLDER PROPOSALS ........................................................68
SHAREHOLDER INFORMATION ......................................................68
LEGAL MATTERS ................................................................68
EXPERTS ......................................................................68
Agreement and Plan of Reorganization .................................Appendix A
Connecticut Statute Governing Appraisal Rights .......................Appendix B
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<PAGE>
SUMMARY
This summary is provided to assist shareholders in their review of this
Proxy Statement and Prospectus. This summary should not be considered complete
and is qualified in its entirety by the more detailed information appearing
elsewhere herein and in the Appendix attached hereto.
INTRODUCTION
This Proxy Statement and Prospectus is furnished in connection with the
solicitation of proxies by the Board of Directors of Salisbury for the Annual
Meeting of Shareholders of Salisbury. This Proxy Statement and Prospectus
relates to an Agreement and Plan of Reorganization (the "Plan"), dated as of
April 22, 1998, between Salisbury and the Company pursuant to which the Company
will acquire all of the outstanding shares of common stock of Salisbury, par
value $3.33 per share ("Bank Common Stock") for shares of common stock of the
Company, par value $.10 per share ("Company Common Stock") (the "Exchange" or
the "Reorganization"). Upon the consummation of the Exchange, each share of Bank
Common Stock (other than Salisbury Dissenting Shares) will be converted into six
(6) shares of Company Common Stock. As a result of the Exchange, Salisbury will
become a wholly-owned subsidiary of the Company. See "SUMMARY OF THE AGREEMENT
AND PLAN OF REORGANIZATION."
This Proxy Statement and Prospectus also relates to the election of two
(2) Directors for a three (3) year term; who with the eight (8) directors whose
terms do not expire at this meeting, will constitute the full Board of Directors
of the Bank and the ratification of the appointment of Shatswell, MacLeod &
Company, P.C. as Salisbury's independent certified public accountants for the
year ending December 31, 1998.
The proposals for approval of the Plan, election of directors and
ratification of the appointment of independent certified public accountants are
to be voted on by the shareholders of Salisbury at the Annual Meeting of
Shareholders of Salisbury to be held on June 27, 1998 (the "Annual Meeting").
The Plan must be approved by the holders of at least two-thirds of the issued
and outstanding shares of Bank Common Stock.
BUSINESS OF THE COMPANY
The Company was organized in April 1998 as a corporation under the laws
of the State of Connecticut. The Company has not owned any assets or engaged in
any business since it was incorporated. After the consummation of the Exchange,
the principal business of the Company will be the business of Salisbury.
As of the Effective Time, the Company will have no significant assets
other than the shares of Bank Common Stock acquired through the Exchange.
BUSINESS OF SALISBURY
A. SALISBURY
Salisbury is a state-chartered, FDIC insured bank and trust company
which assumed its present name in 1925 following the acquisition by The Robbins
Burrall Trust Company of the
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<PAGE>
Salisbury Savings Society. The Robbins Burrall Trust Company was incorporated in
1909 as the successor to a private banking firm established in 1874. The
Salisbury Savings Society was incorporated in 1848.
The Bank operates its main office in Lakeville within the Town of
Salisbury and has two branch offices in Salisbury and Sharon.
The principal offices of Salisbury and the Company are located at 5
Bissell Street, Lakeville, Connecticut 06039, and the telephone number is (860)
435-9801.
The Bank is a full-service commercial bank. On December 31, 1997, it
had total assets of $183,433,000, total net loans outstanding of $116,691,000
and total deposits of $156,173,000. The Bank's activities encompass a broad
range of banking services and include all types of business and personal
accounts, commercial lending, consumer lending, personal trust services and safe
deposit box facilities. The Bank extends secured and unsecured loans, including
demand, installment and mortgage loans.
The Bank owns and operates one subsidiary, SBT Realty, Inc. which is
incorporated under the laws of the State of New York. SBT Realty, Inc. holds and
manages bank owned real estate situated in New York State.
THE ANNUAL MEETING
DATE, TIME AND PLACE. The Annual Meeting of Shareholders of Salisbury
will be held on Saturday, June 27, 1998, at 10:00 a.m. at the Bank's Main
Office, 5 Bissell Street, Lakeville, Connecticut.
PROXIES. The solicitation of proxies in the enclosed form is made on
behalf of the Board of Directors of Salisbury. Shares of Bank Common Stock
represented by properly executed proxies will be voted in accordance with the
instructions indicated therein. If no instructions are indicated, such shares
will be voted "FOR" the election of the nominees for directors named herein,
"FOR" the ratification of Shatswell, MacLeod & Company, P.C. as Salisbury's
independent certified public accountants, "FOR" the adoption of the Plan, and in
the discretion of the proxy holders as to any other matters which may properly
come before the Annual Meeting.
A shareholder who has given a proxy may revoke it at any time before it
is voted at the Annual Meeting either by filing with the Secretary of Salisbury
an instrument revoking it or a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy.
RECORD DATE AND SECURITIES ENTITLED TO VOTE. The Board of Directors has
fixed the record date for the Annual Meeting as the close of business on May 15,
1998 (the "Record Date"). Only shareholders of record on the Record Date will be
entitled to vote at the Annual Meeting. On the Record Date, there were 260,273
shares of Bank Common Stock issued and outstanding. Each share of Bank Common
Stock outstanding is entitled to one vote on each matter submitted to a vote at
the Annual Meeting. A majority of the issued and outstanding Bank Common Stock
entitled to vote at the Annual Meeting, present either in person or by proxy,
will constitute a quorum for the transaction of business.
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<PAGE>
In addition to being the Proxy Statement of Salisbury with respect to
the Annual Meeting, this document also constitutes the Prospectus of the Company
with respect to the shares of Company Common Stock to be received by Salisbury's
shareholders pursuant to the Plan and the Exchange.
ELECTION OF DIRECTORS (PROPOSAL 1)
The holders of Bank Common Stock will be asked at the Annual Meeting to
vote on the election of two (2) Directors for a three (3) year term; who with
the eight (8) directors whose terms do not expire at this meeting, will
constitute the full Board of Directors of the Bank. Unless contrary instructions
are given, shares represented by proxies will be voted FOR the election of Craig
E. Toensing and Michael A. Varet who are the nominees of the Board of Directors.
In the event any one or more of the nominees should unexpectedly become
unavailable for election, proxies will be voted for the election of such person
or persons as may be recommended by the Board of Directors. See "ELECTION OF
DIRECTORS (PROPOSAL 1)."
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 2)
The holders of Salisbury Common Stock will also be asked at the Annual
Meeting to vote on the ratification of the appointment of Shatswell, MacLeod &
Company, P.C. as Salisbury's independent certified public accountants to audit
the books and accounts for the fiscal year ending December 31, 1998. Unless
otherwise directed, proxies will be voted in favor of such ratification. See
"RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 2)."
APPROVAL OF THE PLAN AND THE EXCHANGE (PROPOSAL 3)
At the Annual Meeting, the holders of Bank Common Stock will also be
asked to consider and to vote upon the Plan pursuant to which Salisbury would
become a subsidiary of the Company and the holders of Bank Common Stock would
become the holders of Company Common Stock. This restructuring will be
accomplished by an exchange of Bank Common Stock for Company Common Stock. At
the Effective Time of the Exchange, each share of Bank Common Stock outstanding
immediately prior to the Effective Time (other than Salisbury Dissenting Shares)
will be converted automatically and without further action by the holders
thereof into six (6) shares of Company Common Stock. Salisbury will continue as
a Connecticut-chartered commercial bank and its banking operations are expected
to represent substantially all of the Company's business in the near term.
RECOMMENDATIONS AND REASONS FOR THE EXCHANGE
The Board of Directors of Salisbury believes that the holding company
structure will better suit the current and future interests of Salisbury
shareholders. The Board of Directors has determined that the establishment of a
bank holding company will provide additional flexibility to respond to the
changing and expanding needs of Salisbury's present and future customers for
financial services.
SHAREHOLDER VOTE REQUIRED FOR APPROVAL
Approval of the proposed Plan will require the affirmative vote of at
least two-thirds of the issued and outstanding shares of Bank Common Stock.
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<PAGE>
DISSENTERS' RIGHTS
Shareholders of Salisbury who object to the Plan will have the right,
under Connecticut law, to receive payment for the value of their Bank Common
Stock from Salisbury, if such shareholders follow the procedure contained in
Section 36a-181(c) of the Connecticut General Statutes, which is described
herein. See "APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS." If the holders of
more than 5% of the outstanding Bank Common Stock exercise such appraisal
rights, Salisbury may exercise its right not to consummate the Exchange.
REGULATORY APPROVALS
The Plan requires, in addition to the approval of the holders of Bank
Common Stock, the authorizations of both the Connecticut Banking Commissioner
and the Federal Reserve Board. The application for the approval of the Federal
Reserve Board is anticipated to be filed prior to the Annual Meeting.
Additionally, it is anticipated that the application to the Connecticut Banking
Commissioner will be filed prior to the Annual Meeting.
Salisbury operates under Connecticut law and is subject to supervision,
examination and regulation by the Connecticut Banking Commissioner. The deposits
of Salisbury are insured by the FDIC to legal limits, and the FDIC also has
supervisory and regulatory authority over Salisbury.
TAX CONSEQUENCES
The Exchange is designed to result in the exchange by Salisbury's
shareholders of their Bank Common Stock for Company Common Stock on a tax-free
basis. Consummation of the Exchange is conditioned upon receipt by Salisbury of
an opinion as to certain federal tax consequences of the Exchange, including the
tax-free nature of the Exchange. The shareholders of Salisbury are urged to
consult their personal tax or financial advisors as to the tax consequences of
the Exchange to them. See "APPROVAL OF THE PLAN AND THE EXCHANGE-FEDERAL INCOME
TAX CONSEQUENCES" and "APPROVAL OF THE PLAN AND THE EXCHANGE-CONDITIONS TO THE
EXCHANGE."
ACCOUNTING TREATMENT
The parties intend that the Exchange be accounted for in the same
manner as a "pooling of interests." See "APPROVAL OF THE PLAN AND THE
EXCHANGE-ACCOUNTING TREATMENT."
RIGHTS OF SHAREHOLDERS
Salisbury is a Connecticut-chartered bank and trust company and is
governed by the corporate laws of Connecticut and the banking laws of the United
States and Connecticut. The Company is a corporation and is governed by the
corporate laws and the bank holding company laws of the United States and
Connecticut. The provisions of the Certificate of Incorporation and Bylaws of
the Company contain various provisions that may discourage non-negotiated
takeover attempts. These "anti-takeover" provisions include the classification
of the members of the Board of Directors into classes, restrictions on the
ability of a person to remove directors and restrictions on the consummation of
certain business combinations with certain large shareholders. "COMPARISON OF
THE RIGHTS OF HOLDERS OF BANK COMMON STOCK AND COMPANY COMMON STOCK."
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<PAGE>
MANAGEMENT
The directors and officers of the Company are persons now serving as
directors and officers of Salisbury.
EFFECTIVE TIME
The Exchange will become effective upon the later of (i) the date of
the last to be received of the required regulatory approvals applied for
pursuant to the Plan and the expiration of any waiting periods required after
such approvals are granted; or (ii) the date on which the last of the conditions
in the Plan have been satisfied or otherwise fulfilled or compliance therewith
has been waived. Consummation of the Exchange will require the approval of the
Federal Reserve Board and the expiration of the U.S. Department of Justice's
review period. The Exchange must also receive the approval of the Connecticut
Banking Commissioner. It is currently anticipated that the Exchange will become
effective during the Summer of 1998. See "APPROVAL OF THE PLAN AND THE
EXCHANGE-CONDITIONS TO THE EXCHANGE."
AMENDMENT, TERMINATION AND ABANDONMENT
The Plan may not be altered, changed or amended except by a written
agreement approved by the Boards of Directors of the Company and Salisbury. Any
material amendment to the Plan made subsequent to approval of the Plan by the
shareholders of Salisbury would require further shareholder approval.
The Plan may be terminated by the mutual agreement of the Boards of
Directors of the Company and Salisbury at any time prior to the Effective Time
(whether or not the Plan has previously been approved by the shareholders of
Salisbury). The Plan may be terminated by the Board of Directors of Salisbury at
any time subsequent to shareholder approval and prior to the Effective Time if
the Board determines for any reason that the consummation of the transactions in
the Plan would be inadvisable or not in the best interests of the Bank or its
subsidiary. See "APPROVAL OF THE PLAN AND THE EXCHANGE-AMENDMENT" and "APPROVAL
OF THE PLAN AND THE EXCHANGE-TERMINATION AND ABANDONMENT."
LISTING ON THE AMEX STOCK MARKET
Application has been made for quotation of the Salisbury Bancorp, Inc.
Common Stock on the American Stock Exchange. See "Approval of the Plan and
Exchange-Listing on the Amex Stock Market ("AMEX")."
RISK FACTORS
In addition to the other information contained in this Proxy Statement
and Prospectus, the following factors should be considered carefully in
evaluating the purchase of the shares of Company Common Stock offered hereby. In
addition to historical and factual statements, the information discussed in this
Proxy Statement and Prospectus contains forward-looking statements, which can be
identified by the use of forward-looking phrases such as "believes," "expects,"
"may," "should," "projected," "contemplates," or "anticipates" or the negative
thereof or comparable words that involve risks and uncertainties. The Company's
actual results may differ materially from the
-12-
<PAGE>
results discussed in the forward-looking statements. The following matters are
cautionary statements identifying important factors with respect to such
forward-looking statements, including certain risks and uncertainties, that
could cause actual results to vary materially from the future results discussed
in such forward-looking statements.
THE COMPANY'S FINANCIAL CONDITION
Shareholders of the Bank electing to receive Company Common Stock in
exchange for Bank Common Stock do so without the ability of analyzing the
historical financial performance of the Company. The Company is a newly formed
Connecticut corporation and has no history of financial performance. The
Company's financial condition immediately following the Effective Time of the
Reorganization contemplated by the Plan will depend on the operation and
profitability of the Bank at the time of and after the Effective Time of the
Reorganization. As the Company continues to operate in the future, additional
factors may affect its profitability including, among others: (1) the business
started or acquired by the Company other than the Bank; (2) the nature of
federal or state laws and regulations applicable to the Company; and (3) the
effect of management.
SUPERVISION AND REGULATION
Bank holding companies and banks operate in a highly regulated
environment and are subject to extensive supervision and examination by federal
and state regulatory agencies. The Company is subject to the Bank Holding
Company Act of 1956, as amended, and to regulation and supervision by the
Federal Reserve Board. The Bank, as a Connecticut chartered commercial bank, is
subject to regulation and supervision by the State of Connecticut, Department of
Banking and, as a result of the insurance of its deposits, the Federal Deposit
Insurance Corporation (the "FDIC"). These regulations are intended primarily for
the protection of depositors, rather than for the benefit of investors. The
Company and the Bank are subject to changes in federal and state law, as well as
changes in regulation and governmental policies, income tax laws and accounting
principles. The effects of any potential changes cannot be predicted but could
adversely affect the business and operations of the Company and the Bank in the
future.
Federal Reserve Board policy requires a bank holding company such as
the Company to serve as a source of financial strength to its banking
subsidiaries and commit resources to their support. The Federal Reserve Board
has required bank holding companies to contribute cash to their troubled bank
subsidiaries based upon this "source of strength" regulation, which could have
the effect of decreasing funds available for distributions to shareholders. See
"Regulation and Supervision."
DIVIDEND HISTORY AND RESTRICTIONS ON ABILITY TO PAY DIVIDENDS
It is the policy of the Federal Reserve Board that bank holding
companies should pay cash dividends on common stock only out of income available
over the past year and only if prospective earnings retention is consistent with
the organization's expected future needs and financial condition. The policy
provides that bank holding companies should not maintain a level of cash
dividends that undermines the bank holding company's ability to serve as a
source of strength to its banking subsidiaries.
-13-
<PAGE>
The Company's principal source of funds to pay dividends on the shares
of Company Common Stock will be cash dividends from the Bank. The payment of
dividends by the Bank to the Company is subject to restrictions imposed by state
banking laws, regulations and authorities. Without regulatory approval, the
total of all dividends declared by a bank in any calendar year, may not, unless
specifically approved by the Connecticut Banking Commissioner, exceed the total
of its net profits of that year combined with its net profits of the preceding
two years. As of December 31, 1997, approximately $11,855,000 was available for
payment of dividends by the Bank to the Company under these restrictions without
regulatory approval.
The federal banking statutes also prohibit a bank from making any
capital distribution (including a dividend payment), if, after making the
distribution, the institution would be "undercapitalized," as defined by
statute. In addition, the relevant federal regulatory agencies also have
authority to prohibit a bank from engaging in an unsafe or unsound practice in
conducting its business, as determined by the agency. The payment of dividends
could be deemed to constitute such an unsafe or unsound practice, depending upon
the financial condition of the Bank. Regulatory authorities could also impose
administratively stricter limitations on the ability of the Bank to pay
dividends to the Company if such limits were deemed appropriate to preserve the
Bank's capital. See "Regulation and Supervision."
CERTAIN CHARTER AND BYLAW PROVISIONS
The Company's Certificate of Incorporation and Bylaws contain certain
provisions that could delay, discourage or prevent an attempted acquisition or
change of control of the Company. See "Comparison of the Rights of Holders of
Bank Common Stock and Company Common Stock."
In addition, federal law also requires the approval of the Federal
Reserve Board prior to the acquisition of "control" of a bank holding company.
See "Regulation and Supervision."
HISTORICAL AND PRO FORMA COMBINED CAPITALIZATION
(Unaudited)
December 31, 1997
The following table sets forth the capitalization at December 31, 1997
of the Bank and the pro forma combined capitalization of the Bank and the
Company after giving effect to the Exchange. This table should be read in
conjunction with the historical financial statements and notes thereto of the
Bank.
<TABLE>
<CAPTION>
Salisbury Bank
and Trust Salisbury
Company and Bancorp,
Subsidiary Pro Forma Inc.
1997 Adjustments Adjusted
---- ----------- --------
<S> <C> <C> <C>
Shareholders' equity:
Common stock, par value $3.33 per share; authorized
500,000 shares; issued 263,956 shares; outstanding,
261,398 shares $ 878,973 $ (878,973) $
Common stock, par value, $.10 per share; authorized 156,839
3,000,000 shares; issued 1,568,388* 555,427 156,839
Paid-in capital 4,701,450 5,256,877
Retained earnings 14,772,805 14,772,805
Treasury Stock (2,558 shares) (166,707)
Net unrealized holding gain on available-for-sale securities 296,589 296,589
Total shareholders' equity 166,707
----------- ----------- -----------
$20,483,110 $ $20,483,110
=========== =========== ===========
</TABLE>
- - --------------------
* The Company was incorporated in Connecticut on April 22, 1998, with
authorized share capital of 3,000,000 shares for the purpose of acquiring
all of the outstanding common stock of the Bank. See "Approval of the Plan
and Exchange." Based upon the assumption that the Exchange is consummated
and each of the issued and outstanding shares of the Bank is exchanged for
six (6) shares of the Company, the pro forma consolidated financial
statements of the Company are equivalent to the historical financial
statements of the Bank. Accordingly, the pro forma combined balance sheet
and income statement are not presented herein.
-14-
<PAGE>
SALISBURY BANCORP, INC.
AND
SALISBURY BANK AND TRUST COMPANY
PROXY STATEMENT AND PROSPECTUS
INTRODUCTION
------------
GENERAL
This Proxy Statement and Prospectus is being furnished to the shareholders of
Salisbury, a Connecticut bank and trust company ("Salisbury" or the "Bank"), in
connection with the solicitation by the Board of Directors of Salisbury of
proxies for use at the Annual Meeting of Shareholders of Salisbury to be held on
June 27, 1998, and at any adjournment thereof (the "Annual Meeting"). The
purpose of the Annual Meeting is to consider and vote upon the following
proposals: (i) to elect two (2) directors for a three (3) year term; who with
the eight (8) directors whose terms do not expire at this meeting, will
constitute the full Board of Directors of the Bank; (ii) to ratify the
appointment by the Board of Directors of Shatswell, MacLeod & Company, P.C. as
independent auditors for the year ending December 31, 1998; and (iii) to approve
and adopt an Agreement and Plan of Reorganization (the "Plan") pursuant to which
Salisbury will become a wholly-owned subsidiary of Salisbury Bancorp, Inc. a
corporation (the "Company").
Pursuant to the terms of the Plan, the holders of shares of the common stock
of Salisbury, par value $3.33 per share ("Bank Common Stock"), would become the
holders of the common stock, par value $.10 per share, of the Company ("Company
Common Stock") (the "Exchange" or the "Reorganization").
The principal executive offices of the Company and Salisbury are located at 5
Bissell Street, Lakeville, Connecticut 06039. The telephone number of the
Company and Salisbury is (860) 435-9801.
This Proxy Statement and Prospectus is first being mailed to shareholders on
or about May 22, 1998.
RECORD DATE; VOTING RIGHTS
Shareholders of record at the close of business on May 15, 1998 (the "Record
Date") are entitled to vote at the Annual Meeting, or at any adjournment
thereof. As of the Record Date, there were 260,273 shares of Bank Common Stock
outstanding and entitled to vote. Each share of Bank Common Stock entitles the
holder to one vote on each matter submitted to a vote at the Annual Meeting.
Pursuant to the Bylaws of the Bank, a majority of the issued and outstanding
shares of Salisbury Common Stock present in person or by proxy will constitute a
quorum for the transaction of business at the Annual Meeting.
The affirmative vote of the holders of two-thirds of the issued and
outstanding shares of Bank Common Stock is required by the Connecticut Bank
Holding Company and Bank Acquisition Act (the "Connecticut BHC Act") to approve
the Plan and the Exchange. The various obligations of the Company and Salisbury
to consummate the Exchange are subject to the condition that such affirmative
votes be obtained. The affirmative vote of the holders of a plurality of the
issued and outstanding shares of Bank Common Stock is required to approve the
election of directors. The proposal to ratify the appointment of Shatswell,
MacLeod & Company, P.C. as the Bank's
-15-
<PAGE>
independent certified public accountants for the year ending 1998 will be
approved if the affirmative votes cast exceed the votes opposing the
transaction.
The principal officers and directors of Salisbury, together with their
affiliates, beneficially owned, directly or indirectly, as of May 15, 1998, an
aggregate of 27,052 shares of Bank Common Stock constituting approximately 10.4%
of such shares outstanding and entitled to vote on that date. Of that aggregate,
non-employee directors own 24,170 shares of Bank Common Stock, or 9.3% of the
total, and principal officers of Salisbury own 2,882 of such shares, or 1.1%.
Salisbury has been advised that all of the principal officers and directors
of Salisbury and their affiliates intend to vote their shares of Bank Common
Stock in favor of the proposal to approve the Plan, in favor of the election of
directors and in favor of the ratification of Shatswell, MacLeod & Company, P.C.
independent certified public accountants.
SOLICITATION, REVOCATION AND USE OF PROXIES
A proxy card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF SALISBURY TO COMPLETE, DATE, SIGN, AND RETURN THE PROXY
CARD IN THE ACCOMPANYING ENVELOPE, which is postage-paid if mailed in the United
States.
You have three (3) choices on Proposals 2 and 3 to be voted upon at the
Annual Meeting. By checking the appropriate box on the proxy card you may: (i)
vote "FOR" the Proposal (ii) vote "AGAINST" the Proposal; or (iii) "ABSTAIN"
from voting on the proposal. On Proposal 1, you may vote for all nominees,
withhold authority to vote for all nominees, or withhold authority to vote for
any nominee(s).
Accordingly, any Salisbury shareholder who fails to submit a proxy card or
alternatively, to vote in person at the Salisbury Annual Meeting will, for
purposes of the vote tally, in effect, have voted "AGAINST" the Approval of the
Plan and Exchange. Votes withheld, abstentions and broker non-votes by Salisbury
shareholders will have the same effect as a vote against the proposal to approve
the Plan and Exchange. Votes withheld, abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present at the
Annual Meeting.
You may revoke your proxy at any time before it is actually voted at the
Annual Meeting by delivering written notice of revocation to the Secretary of
Salisbury, by submitting a subsequently dated proxy, or by attending the Annual
Meeting and withdrawing the proxy. Each unrevoked proxy card properly executed
and received prior to the close of the Annual Meeting will be voted as
indicated. Where specific instructions are not indicated, the proxy will be
voted "FOR" the adoption of the Plan; "FOR" the proposal to elect two (2)
nominees to the Board of Directors; and "FOR" the ratification of the
appointment of Shatswell, MacLeod & Company, P.C. as the Bank's independent
certified public accountants for the year ending 1998.
The expense of preparing, printing and mailing this Proxy Statement and
Prospectus will be paid by Salisbury. The estimated cost of such solicitation
will be approximately $10,000, plus expenses. In addition to the use of the
mails, proxies may be solicited personally or by telephone by regular employees
of Salisbury without additional compensation. Salisbury will reimburse banks,
brokers and other custodians, nominees and fiduciaries for their costs in
sending the proxy materials to the beneficial owners of Bank Common Stock.
-16-
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth certain information as of May 15, 1998
regarding the number of shares of Common Stock beneficially owned by each
director and officer and by all directors and officers as a group.
Number Of Shares (1) Percentage Of Class (2)
-------------------- -----------------------
Richard A. Arnoff 999 (3) .38%
John R. H. Blum 2,365 (4) .91%
Louise F. Brown 705 (5) .27%
John F. Foley 616 (6) .24%
Gordon C. Johnson 167 (7) .06%
Holly J. Nelson 83 (8) .03%
John F. Perotti 1,757 (9) .67%
John E. Rogers 4,795 (10) 1.84%
Walter C. Shannon, Jr. 524 (11) .20%
Craig E. Toensing 509 (12) .19%
Michael A. Varet 10,940 (13) 4.20%
Anna Whitbeck 3,592 (14) 1.38%
---------- -----
All Directors and Officers
as a group of (12 persons) 27,052 (15) 10.37%
(1) The shareholdings also include, in certain cases, shares owned by or in
trust for a director's spouse and/or his children or grandchildren, and
in which all beneficial interest has been disclaimed by the director.
(2) Percentages are based upon the 260,273 shares of the Bank's Common
Stock outstanding and entitled to vote on May 15, 1998. The definition
of beneficial owner includes any person who, directly or indirectly,
through any contract, agreement or understanding, relationship or
otherwise has or shares voting power or investment power with respect
to such security.
-17-
<PAGE>
- - --------------------------------------
Footnotes continued from previous page
(3) Includes 298 shares owned jointly by Richard A. Arnoff and his wife.
(4) Includes 159 shares owned by John R. H. Blum's wife.
(5) Includes 356 shares owned by Louise F. Brown as custodian for her
children.
(6) Mr. Foley is not a director of the Bank. He serves as Vice President,
Comptroller and Principal Financial Officer of the Bank.
(7) Includes 110 shares owned by Gordon C. Johnson's wife.
(8) Includes 1 share owned by Holly J. Nelson as guardian for a minor
child.
(9) Includes 1,284 shares owned jointly by John F. Perotti and his wife and
188 shares in trust for his children. Also includes options to acquire
285 shares which are exercisable pursuant to the Bank's Employee Stock
Purchase Plan.
(10) Includes 1,895 shares owned by John E. Rogers' wife.
(11) Includes 140 shares owned by the Profit Sharing Plan Trust of Wagner
McNeil, Inc. Walter C. Shannon, Jr. serves as a trustee of the Trust.
(12) Includes 7 shares owned by Craig E. Toensing as custodian for his son.
Also includes options to acquire 211 shares which are exercisable
pursuant to the Bank's Employee Stock Purchase Plan.
(13) Includes 13 shares owned by Mr. Varet personally (which he intends to
transfer to a trust), 100 shares held in IRAs, 4,647 shares held by an
irrevocable trust of which Mr. Varet is the settlor and beneficiary,
3,090 shares owned by Michael A. Varet's wife, 1,031 shares owned by
his son and 2,062 shares as custodian for his children. Mr. Varet
disclaims beneficial ownership of the shares owned by his wife and
children.
(14) All shares are owned individually by Anna Whitbeck.
(15) Includes options to acquire shares which are exercisable pursuant to
the Bank's Employee Stock Purchase Plan.
-18-
<PAGE>
MANAGEMENT OF THE BANK
The following table sets forth the name and age of each Executive Officer,
his principal occupation for the last five years and the year in which he was
first appointed an Executive Officer of the Bank.
EXECUTIVE
OFFICER OF THE
NAME AGE POSITION BANK SINCE:
---- --- -------- -----------
John F. Perotti 51 President and Chief Executive Officer 1982
of the Bank
Craig E. Toensing 60 Senior Vice President and Trust 1982
Officer of the Bank
John F. Foley 47 Vice President, Comptroller and 1986
Principal Financial Officer of the Bank
PRINCIPAL SHAREHOLDERS OF THE BANK
Management is not aware of any person (including any "group" as that term is
used in Section 13(d)(3) of the Exchange Act) who owns beneficially more than 5%
of the Bank's Common Stock.
PROPOSAL 1
ELECTION OF DIRECTORS
The Certificate of Incorporation and Bylaws of the Bank provide for a Board
of Directors of not less than seven (7) members, as determined from time to time
by resolution of the Board of Directors. The Board of Directors of the Bank is
divided into three (3) classes as nearly equal in number as possible. Classes of
directors serve for staggered three (3) year terms. The terms of office of the
members of one class expire, and a successor class is to be elected at each
annual meeting of shareholders. Vacant directorships may be filled, until the
expiration of the term of the vacated directorship, by the vote of a majority of
the directors then in office. The Bank does not have a nominating committee or a
prescribed procedure for shareholders to make a nomination.
There are two (2) directorships on the Board of Directors which are up for
election this year and the following individuals have been nominated by the
Board of Directors to serve for a two (2) year term: Craig E. Toensing, and
Michael A. Varet. The two (2) nominees are members of the present Board of
Directors. Unless otherwise directed, the enclosed proxy will be voted "FOR"
such nominees. In the event any one or more nominees is unable or declines to
serve (events which are not anticipated), the persons named in the proxy may
vote for some other person or persons.
-19-
<PAGE>
The following table sets forth certain information, as of April 22, 1998,
with respect to the directors of the Bank.
<TABLE>
<CAPTION>
Positions Held Director Term
Name Age With The Bank Since Expiring
---- --- ------------- ----- --------
<S> <C> <C> <C> <C>
Richard A. Arnoff 64 Director 1983 1998
NOMINEES FOR DIRECTOR
Craig E. Toensing 60 Sr. Vice President 1995 1998
Trust Officer
and Director
Michael A. Varet 56 Director 1997 1998
CONTINUING DIRECTORS
John R. H. Blum 68 Director 1995 1999
Louise F. Brown 54 Director 1992 1999
John F. Perotti 51 President, CEO, 1985 1999
and Director
Anna Whitbeck 71 Director 1974 1999
Gordon C. Johnson 63 Director 1994 2000
Holly J. Nelson 44 Director 1995 2000
John E. Rogers 68 Director 1964 2000
Walter C. Shannon, Jr. 62 Director 1993 2000
</TABLE>
Presented below is additional information concerning the directors of the
Bank. Unless otherwise stated, all directors have held the positions described
below for at least five years.
Richard A. Arnoff is Chairman of Arnoff Moving & Storage, Inc. (moving
company). Mr. Arnoff has indicated that he will not stand for re-election at the
expiration of his term.
Craig E. Toensing is Senior Vice President & Trust Officer of the Bank.
Michael A. Varet has been a partner in the law firm of Piper and Marbury
L.L.P. since 1995. Prior to 1995, Mr. Varet was a member and Chairman of Varet &
Fink P.C., formerly Milgrim, Thomajan & Lee P.C. Mr. Varet was appointed to
serve as a director of the Bank in December 1997 to serve the remainder of Mr.
Louis Trotta's term, which became vacant upon his resignation in 1997.
Louise F. Brown is a partner at the Sharon office of the law firm of Gager &
Peterson.
Anna Whitbeck is a Partner of Whitbeck Enterprises, LLC. Prior to that she
was Secretary of Salisbury Pharmacy, Inc.
-20-
<PAGE>
John F. Perotti is President and Chief Executive Officer of the Bank. Prior
to that he served as Executive Vice President and Chief Operating Officer, and
prior to that he was Executive Vice President and Treasurer of the Bank.
Gordon C. Johnson is a Doctor of Veterinary Medicine.
Holly J. Nelson is a partner in the store Oblong Books and Music.
John E. Rogers retired as Chairman of the Board of the Bank in 1984. He also
served as President of the Bank from 1969 to 1981.
Walter C. Shannon, Jr. is President of Wagner McNeil, Inc., President of
William J. Cole Agency, Inc. and Chairman of OLIGNY Insurance, Inc.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Bank currently has five (5) standing
committees: Executive, Loan, Trust, Audit and ALCO/Investment. The members of
the committees are appointed by the Board of Directors.
The Executive Committee has general supervision over the affairs of the Bank
between meetings of the Board of Directors. The members of the Executive
Committee include John R. H. Blum, John F. Perotti, John E. Rogers, Walter C.
Shannon, Jr. and Craig E. Toensing.
The Loan Committee has full authority over all loans and loan related
transactions. Its members are John R. H. Blum, John F. Perotti, John E. Rogers,
Walter C. Shannon, Jr. and Craig E. Toensing. In addition, Richard A. Arnoff,
Louise F. Brown, Gordon C. Johnson, Holly J. Nelson and Anna Whitbeck are
alternates. Senior Vice President, Secretary and Senior Consumer Lending Officer
Margaret M. Wilcox, Vice President and Senior Commercial Lending Officer Robert
W. Peterson and Vice President and Treasurer Richard J. Cantele, Jr., although
not Directors, attend meetings of this Committee, but have no voting authority
on matters which come before the Committee.
The Trust Committee reviews the administration of and investments made by the
Bank in all of its trust accounts. Its members are Louise F. Brown, John F.
Perotti, John E. Rogers, Walter C. Shannon, Jr. and Craig E. Toensing.
The Audit Committee reviews the internal auditor's report of the operating
staff's compliance with operating policies and procedures. Its members are
Louise F. Brown, Gordon C. Johnson and Holly J. Nelson.
The ALCO/Investment Committee implements and monitors compliance regarding
the Bank's asset and liability management practices with regard to interest rate
risk, liquidity, capital and investments as set in accordance with policies
established by the Bank's Board of Directors. Its members are John R.H. Blum,
Holly J. Nelson, John F. Perotti, Walter C. Shannon, Jr., Craig E.
-21-
<PAGE>
Toensing and Anna Whitbeck. Richard J. Cantele, Jr., Vice President and
Treasurer, John F. Foley, Vice President and Comptroller and Robert W. Peterson,
Vice President and Senior Commercial Lending Officer, although not Directors,
attend meetings of this Committee, but have no voting authority on matters which
come before the Committee..
The Board of Directors met twenty (20) times during 1997. The Executive
Committee met three (3) times, the Loan Committee met thirty-five (35) times,
the Trust Committee met twelve (12) times, the Audit Committee met five (5)
times, and the ALCO/Investment Committee met seven (7) times in 1997.
FEES
Directors received $300 for each meeting of the Board of Directors attended
in 1997. In addition, members of various committees of the Bank's Board receive
a fee of $100 for each committee meeting attended. Directors Perotti and
Toensing receive no additional compensation for their services as members of any
board committee.
DIRECTOR ATTENDANCE
During 1997, no director attended fewer than 75% of the aggregate of (1) the
total number of meetings of the Bank's Board of Directors which he/she was
entitled to attend, and (2) the total number of meetings held by all committees
of the Bank's Board of Directors on which he/she served.
CERTAIN BUSINESS RELATIONSHIPS
Louise F. Brown is a director of the Bank and a partner in the law firm of
Gager & Peterson, which represented the Bank during 1997 and which the Bank
proposes to retain in 1998 in connection with certain legal matters.
John H. Blum is a director of the Bank and an attorney engaged in the private
practice of law who represented the Bank during 1997 and which the Bank proposes
to retain in 1998 in connection with certain legal matters.
Walter C. Shannon, Jr. a director of the Bank is the President of Wagner
McNeil, Inc. which serves as insurance agent for many of the Bank's insurance
needs.
INDEBTEDNESS OF MANAGEMENT AND OTHERS
Some of the directors and officers of the Bank, as well as firms and
companies with which they are associated, are or have been customers of the Bank
and as such have had banking transactions with the Bank. As a matter of policy,
loans to directors and officers are made in the ordinary course of business on
substantially the same terms, including interest rates, collateral and repayment
terms, as those prevailing at the time for comparable transactions with other
persons and do not involve more than the normal risk of collectibility or
present other unfavorable features.
Some of the Directors and Officers of the Bank and companies or organizations
with which they are associated, have had, and may have in the future, banking
transactions with the Bank in the
-22-
<PAGE>
ordinary course of the Bank's business. Total loans to such persons and their
associates amounted to $4,583,551 as of December 31, 1997. During 1997 advances
of $962,716 were made and repayments totaled $1,064,129.
Federal banking laws and regulations limit the aggregate amount of
indebtedness of all insiders. Pursuant to such laws and regulations, banks may
extend credit to officers, directors, principal shareholders or any related
interest of such persons, if the extension of credit to such persons is in an
amount that, when aggregated with the amount of all outstanding extensions of
credit to such individuals, does not exceed the Bank's unimpaired capital and
unimpaired surplus. As of December 31, 1997, the aggregate amount of extensions
of credit to Bank insiders was well below this limit.
All loans and commitments to loan to the Bank's Directors, Officers and their
related interests are made on substantially the same terms, including interest
rates, collateral and repayment terms, as those prevailing at the time for
comparable transactions with other persons and, in the opinion of Management, do
not involve more than a normal risk of collection or, present other unfavorable
features.
-23-
<PAGE>
EXECUTIVE COMPENSATION OF PRINCIPAL OFFICERS
The following table provides certain information regarding the compensation
paid to certain executive officers (the "Named Executive Officers") of the Bank
for services rendered in all capacities during the fiscal years ended December
31, 1997, 1996 and 1995. No other current executive officer of the Bank received
cash compensation in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-term
Compensation
Annual ---------------------
Compensation Securities Underlying
Options/ All Other
Name And Principal Sars Compensation
Position Year Salary($) Bonus($) (#) ($)(1)
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John F. Perotti 1997 $135,864 $25,092 285 $6,000(2)
President and 1996 128,760 3,247 297 3,900(2)
Chief Executive Officer 1995 121,540 11,552 306 3,750(2)
Craig E. Toensing 1997 $100,320 $19,297 211 $5,700(2)
Senior Vice President 1996 96,000 2,435 224 3,300(2)
and Trust Officer 1995 89,391 8,449 224 3,000(2)
</TABLE>
- - --------------------
(1) Compensation above does not include accrual of benefits under the Bank's
defined pension plan or supplemental arrangements described below.
(2) Directors fees paid.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock
options made during the year ended December 31, 1997 to the Named Executive
Officers.
<TABLE>
<CAPTION>
Number Of Percent Of Total
--------- ----------------
Securities Options/sars
---------- ------------
Underlying Granted To All Exercise Or Grant Date
---------- -------------- ----------- ----------
Option(s)/sars Employees In Base Price Expiration Present Value
-------------- ------------ ---------- ---------- -------------
Name Granted (#)(1) Fiscal Year (2) ($/Sh) Date ($)(3)
---- -------------- --------------- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
John F. Perotti..... 285 8% $47.60 1/31/1999 $2,522.25
Craig E. Toensing... 211 6% $47.60 1/31/1999 $1,867.35
</TABLE>
-24-
<PAGE>
- - --------------------
(1) In 1988, the Bank adopted an Employee Stock Purchase Plan under Section 423
of the Internal Revenue Code of 1986 for the benefit of its eligible
employees. It was designed to provide employees with an opportunity to have
a stake in the long term future of the Bank by purchasing its stock. Under
the plan, the Bank may grant options to employees and the Bank receives no
cash payments in connection with the grant of options under the plan. The
grant of stock options may be made to all employees who have completed one
year of service. The exercise price of the options on the date of the grant
is equal to 85% of the fair market value of the stock on the date of the
grant. All employees granted options will have the same rights and
privileges. Each option will provide that the employee may purchase a
number of shares of Common Stock for an aggregate purchase price equal to a
percentage of compensation as determined by the Compensation Committee
(which shall be uniform for all employees and may not exceed 10%). Messrs.
Perotti and Toensing are members of the Executive Committee but did not
participate in any discussions regarding the grant of options pursuant to
the Employment Stock Purchase Plan. The Employee Stock Purchase Plan was
terminated effective December 31, 1997.
(2) The percentages in the tables are based upon a total of 3,570 options
granted to the Bank's employees in 1997 all of which were granted under the
Employee Stock Option Plan.
(3) The grant date values shown in the table are determined using the
Black-Scholes option-pricing model. The assumptions used in calculating the
Black-Scholes present value of approximately $8.85 per option for new
option grants in 1997 were as follows: (a) a dividend yield of four percent
(4%); (b) expected volatility of ten percent (10%); (c) a risk-free
interest rate of 5.62 percent (5.62%); (d) an expected life of one year;
and (e) an estimated forfeiture rate of 55 percent (55%).
<TABLE>
<CAPTION>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
Number Of
Securities
Underlying
Unexercised
Options/sars Value Of Unexercised
at Fy-end (#) Options/sars
Shares Acquired Value Realized ------------- Options/sars
Name On Exercise (#) ($)(1) Exercisable at Fy-end ($)(2)
- - ---- --------------- ------ ----------- ----------------
<S> <C> <C> <C> <C>
John F. Perotti. . . . 297 $11,479.05 285 $10,659.00
Craig E. Toensing. . . 221 $ 6,939.40 211 $ 7,891.40
</TABLE>
- - --------------------
(1) Value realized is the difference between the fair market value of the
Bank's Common Stock on the date exercised and the exercise price of the
options exercised.
(2) Value is the difference between the fair market value of the Bank's Common
Stock at year end and the exercise price of the option.
INSURANCE
In addition to the cash compensation paid to the executive officers of the
Bank, the executive officers receive group life, health, hospitalization and
medical insurance coverage. However, these plans do not discriminate in scope,
terms, or operation, in favor of officers or directors of the Bank and are
available generally to all full-time employees.
PENSION PLAN
The Bank maintains a noncontributory defined benefit pension plan for
officers and other salaried employees who become participants after attaining
age 21 and completing one year of service. Pension benefits are based upon
average base salary (determined as of each January 1st) during the highest five
consecutive years of service prior to attaining normal retirement date. The
amount of annual benefit is fifty percent (50%) of average base salary less
fifty percent (50%) of the primary Social Security benefit, pro rated for less
than 25 years of service, plus one-half of one percent (.5%) of average base
salary for each of up to ten additional years of service. This benefit formula
may be modified to conform with recent changes in the pension laws.
-25-
<PAGE>
The present average base salary and years of service to date of Messrs.
Perotti and Toensing are: Mr. Perotti: $129,579; 25 years; Mr. Toensing:
$99,337; 17 years. The following table shows estimated annual retirement
benefits payable at normal retirement date as a straight life annuity for
various average base salary and service categories before the offset of a
portion of the primary Social Security benefit.
Average
Base Salary Estimated Annual Retirement Benefit With
At Retirement Years Of Service At Retirement Indicated
- - ------------- ----------------------------------------
10 Years 20 Years 25 Years 35 Years
$60,000 $12,000 $24,000 $30,000 $33,000
70,000 14,000 28,000 35,000 38,500
80,000 16,000 32,000 40,000 44,000
90,000 18,000 36,000 45,000 49,500
100,000 20,000 40,000 50,000 55,000
110,000 22,000 44,000 55,000 60,500
120,000 24,000 48,000 60,000 66,000
130,000 26,000 52,000 65,000 71,500
140,000 28,000 56,000 70,000 77,000
The Bank has also entered into a supplemental retirement arrangement with
John F. Perotti. Following retirement at age 65, Mr. Perotti will receive
payments for a period of ten years. These payments are in addition to any
payments under the Bank's retirement plan.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Bank's executive officers, directors and persons who own more than ten
percent (10%) of the Bank's Common Stock, to file with the Federal Deposit
Insurance Corporation (the "FDIC") reports of ownership and changes in ownership
of the Bank's Common Stock. Executive officers, directors and shareholders
owning greater than ten percent (10%) of the Bank's Common Stock are required by
the FDIC's regulations to furnish the Bank with copies of all such reports that
they file.
Based solely on a review of copies of reports filed with the FDIC since
February, 1998 and of written representations by certain executive officers and
directors, all persons subject to the reporting requirements of Section 16(a)
filed the required reports on a timely basis except that John R. H. Blum filed
one (1) late report disclosing two (2) transactions, John F. Perotti filed one
(1) late report disclosing three (3) transactions, Anna Whitbeck filed one (1)
late report disclosing one (1) transaction, Robert Peterson filed one (1) late
report disclosing (2) transactions and Margaret M. Wilcox filed one (1) late
report disclosing two (2) transactions.
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<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ELECT THE TWO
(2) NOMINEES TO THE BOARD OF DIRECTORS FOR A TERM OF THREE (3) YEARS. DIRECTORS
ARE ELECTED BY A PLURALITY OF THE VOTES CAST BY THE SHARES ENTITLED TO VOTE AT
THE MEETING. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON THE PROXY CARD.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITORS
Shatswell, MacLeod & Company, P.C. served as the Bank's independent public
accountants for the fiscal year ending December 31, 1997. The Board of Directors
has appointed Shatswell, MacLeod & Company, P.C. as independent public
accountants for the fiscal year ending December 31, 1998. Shareholders are asked
to consider and ratify the appointment by the Board of Directors.
The Bank has been advised that a representative of Shatswell, MacLeod &
Company, P.C. may be present at the Annual Meeting of Shareholders. They will be
afforded the opportunity to make a statement, should they desire to do so, and
respond to appropriate questions.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE RATIFICATION OF PROPOSAL 2.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS
SPECIFY A CONTRARY CHOICE ON THE PROXY CARD.
THE PROPOSAL TO RATIFY THE APPOINTMENT OF SHATSWELL, MACLEOD & COMPANY, P.C.
WILL BE APPROVED IF THE AFFIRMATIVE VOTES CAST EXCEED THE VOTES CAST OPPOSING
THE TRANSACTION.
PROPOSAL 3
APPROVAL OF THE PLAN AND THE EXCHANGE
Set forth below is a brief description of the Exchange, a summary of the
Plan, and certain background information. The summary of the Plan attempts to
summarize all material matters but does not purport to be complete and is
qualified in its entirety by reference to the Plan.
GENERAL
Under the terms of the Plan, at the Effective Time (as defined below), the
Company will acquire in a single transaction all of the issued and outstanding
shares of Bank Common Stock, so that immediately thereafter, each share of Bank
Common Stock (other than Salisbury Dissenting Shares as defined below) will be
converted automatically and without further action by the holders thereof into
six (6) shares of Company Common Stock. The Effective Time will occur upon the
later of: (i) the date of the last to be received of the required regulatory
approvals applied for pursuant to the Plan (as defined below) and the expiration
of any waiting periods required after such approvals are
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<PAGE>
granted; or (ii) the date on which the last of the conditions to the Exchange as
specified in the Plan has been satisfied or otherwise fulfilled or compliance
therewith has been waived. It is presently expected that the Effective Time will
occur during the Summer of 1998.
As used herein, the term "Salisbury Dissenting Shares" means shares of Bank
Common Stock owned by a shareholder of Salisbury who, pursuant to the appraisal
provisions of Section 36a-181(c) of the Connecticut Bank Holding Company Act:
(i) has on or before the date of the Annual Meeting given to Salisbury his or
her written objection to the Exchange; and (ii) within ten days after the Plan
has been filed with the Secretary of the State of the State of Connecticut, has
demanded in writing payment from Salisbury of the "value" of his or her shares
of Bank Common Stock as of the Effective Time. If Salisbury and the shareholder
are unable to agree upon the value of his or her shares, such value will be
determined by a committee of three (3) disinterested persons, one to be chosen
by such shareholder, one by Salisbury and the third by the two (2) thus
selected.
BACKGROUND OF THE EXCHANGE
During the past two years, the Board of Directors of Salisbury evaluated the
possible reorganization of Salisbury as a subsidiary of a newly-formed holding
company. The Board considered issues such as the tax and regulatory consequences
of such a restructuring, and the costs to Salisbury of the formation of a
holding company. The Board determined that it would be in the best interests of
Salisbury and its shareholders to restructure Salisbury into a holding company
structure for the reasons set forth below.
REASONS FOR THE EXCHANGE
The Board of Directors of Salisbury believes that the holding company
structure will better suit the current and future interests of Salisbury's
shareholders. In the opinion of the Board of Directors of the Bank, the
formation of a bank holding company will provide the Bank with greater
flexibility in acquiring other financial institutions and flexibility in
engaging in non-banking activities, to utilize alternative sources of capital
that are not available to the Bank and in responding to changes in law, and will
provide investors and potential investors with increased access to financial
information with respect to the Company and subsidiary through the SEC's
Internet site.
Under the Bank Holding Company Act, with the prior approval of the Federal
Reserve Board, the Company may organize or acquire certain other financially
related businesses without stockholder approval. The Company has no present
plans for such acquisitions. See "Regulation and Supervision."
The Bank's primary federal regulatory agency is the Federal Deposit
Insurance Corporation (the "FDIC"). Because the Bank's Common Stock is
registered under the Securities Act and the 1934 Act, the Bank is subject to
certain reporting requirements and is required to file Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy
statements. However, all of these filings are made with the FDIC rather than the
SEC. While this information is available to the public at the offices of the
FDIC, the FDIC does not maintain an Internet site such as the Edgar service
maintained by the SEC permitting online computer access to documents filed by
the Bank. The Company will file its periodic reports and proxy statements with
the SEC. Accordingly, such reports and statements will be available to the
public via online computer access through the SEC's Edgar system. The Board of
Directors of the Bank believes that this access will
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<PAGE>
be beneficial both for current investors and prospective investors in the
Company.
VOTE REQUIRED
Under Section 36a-181 of the Connecticut General Statutes, approval of the
Plan requires the affirmative vote of the holders of at least two-thirds of the
issued and outstanding shares of Bank Common Stock.
THE PLAN MUST BE APPROVED BY A TWO-THIRDS MAJORITY OF THE ISSUED AND
OUTSTANDING SHARES OF BANK COMMON STOCK. THE BOARD OF DIRECTORS OF SALISBURY
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE
PLAN.
The terms of the Exchange were determined unilaterally by the Boards of
Directors of Salisbury and of the Company and are not the result of arms-length
negotiations. The Plan was approved unanimously by the directors of the Company
and Salisbury.
EXCHANGE OF SALISBURY SHARES
Upon consummation of the Exchange each holder of the Bank's Common Stock
will become the holder of six (6) shares of Company Common Stock for each share
of the Bank's Common Stock owned by them immediately prior to the Effective
Time. Dissenting shareholders of Salisbury who follow the statutory procedures
described herein under "APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS" will be
paid the value of their shares of Bank Common Stock in cash by Salisbury, unless
the Company exercises its right not to conclude the Exchange.
Pursuant to the terms of the Plan, any shareholder of Salisbury who, on or
before the date of the Annual Meeting, gave written notice to Salisbury of his
or her intent to demand payment for the value of his or her Bank Common Stock
pursuant to the requirements of Section 36a-181(c) of the Connecticut General
Statutes and who later perfects his or her right by demanding such payment shall
have no further rights as a shareholder of Salisbury, and the certificates held
by such dissenting shareholder shall represent only the right to receive the
value of the Bank Common Stock.
At the Effective Time, a certificate representing one share of Bank Common
Stock shall be deemed to represent six (6) shares of Company Common Stock,
except for certificates representing Salisbury Dissenting Shares. After the
Effective Time, shareholders will exchange their present certificates for new
certificates representing shares of Company Common Stock. Shareholders will be
notified by the transfer agent for Salisbury and the Company as to the procedure
for the exchange of Bank Common Stock certificates for Company Common Stock
certificates. Their present stock certificates will for all purposes after the
Effective Time until exchanged with the transfer agent represent shares of
Company Common Stock, and the holders of those certificates will have all rights
of shareholders of the Company.
-29-
<PAGE>
SHAREHOLDERS OF SALISBURY WILL EXCHANGE THEIR
PRESENT CERTIFICATES FOR NEW CERTIFICATES
REPRESENTING COMPANY COMMON STOCK AFTER THE
EXCHANGE IS CONSUMMATED.
GOVERNMENTAL AND REGULATORY APPROVALS
The Exchange requires approval by the Federal Reserve Board because it
involves the acquisition by the Company of 100% of the voting shares of a bank.
An application for such approval is anticipated to be filed prior to the Annual
Meeting.
The Exchange is also subject to the prior approval of the Connecticut Banking
Commissioner (the "Commissioner"), which approval cannot be given until after
the holders of at least two-thirds of the issued and outstanding shares of Bank
Common Stock have approved the Plan and the Exchange. An application for the
approval of the Commissioner has been filed with the Department of Banking and
the application is pending. The Commissioner must determine whether the terms of
the Plan are reasonable and in accordance with law and sound public policy. See
"CERTAIN LEGAL MATTERS."
FEDERAL INCOME TAX CONSEQUENCES
The Bank and the Company will not request a ruling from the Internal Revenue
Service, but will obtain an opinion, that the federal income tax consequences of
the Exchange will be substantially as follows:
(a) Shareholders of Salisbury will recognize neither gain nor loss under the
provisions of the Code on receiving shares of Company Common Stock in exchange
for their Bank Common Stock (except for those shareholders who receive payment
for the value of their Bank Common Stock from Salisbury in accordance with
Section 36a-181(c) of the Connecticut BHC Act);
(b) The adjusted basis of each share of Company Common Stock received by each
former shareholder of Salisbury by reason of the Exchange will be the same as
the adjusted basis of the Bank Common Stock exchanged therefor; and
(c) The holding period of each share of Company Common Stock received by each
former shareholder of Salisbury by reason of the Exchange will include the
holding period of the Bank Common Stock exchanged therefor, provided that such
Bank Common Stock was held as a capital asset at the time of the Exchange.
Shareholders of Salisbury who exercise their dissenters' appraisal rights
and receive cash in exchange for their shares of Bank Common Stock will
recognize taxable income or loss for federal income tax purposes in connection
with the transaction. The amount of that income or loss and the tax treatment of
that income or loss (that is whether it constitutes ordinary income or loss,
short-term capital gain or loss or long-term capital gain or loss) will turn
upon a number of factual considerations peculiar to the individual shareholder.
-30-
<PAGE>
Shareholders of Salisbury considering exercising their dissenters' appraisal
rights with respect to their shares of Bank Common Stock should consult their
personal income tax advisors for specific advice with respect to the federal
income tax consequences of that exercise.
IT IS RECOMMENDED THAT EACH SHAREHOLDER OF SALISBURY CONFER
WITH HIS OR HER OWN TAX OR FINANCIAL ADVISOR AS TO THE TAX
CONSEQUENCES OF THE EXCHANGE, INCLUDING THE CONSEQUENCES
UNDER STATE AND LOCAL LAW.
CONDITIONS TO THE EXCHANGE
The obligations of the Company and Salisbury to cause the Exchange to be
consummated are subject to the satisfaction, prior to or at the Effective Time,
of the following conditions: (1) receipt of all regulatory approvals and
authorizations, including, without limitation, the approvals of (i) all state
securities law agencies that have jurisdiction over the offers and sales of the
Company Common Stock pursuant to the Exchange, (ii) the Federal Reserve Board
under the Bank Holding Company Act of 1956 (the "Federal BHC Act") and (iii) the
Commissioner under the Connecticut BHC Act, and all other consents, approvals
and permissions necessary to permit consummation of the Exchange shall have been
received and shall be in full force and effect; (2) this Proxy Statement and
Prospectus shall have been filed in accordance with the rules and regulations of
the FDIC and shall have been mailed to the shareholders of Salisbury in
accordance with such rules and regulations; (3) at the Annual Meeting, the Plan
shall have been approved by the affirmative vote of the holders of at least
two-thirds of all outstanding shares of Bank Common Stock; and (4) Salisbury and
the Company shall have received an opinion satisfactory to them with respect to
such tax consequences of the Exchange.
In addition to those conditions outlined above, the obligations of the
Company under the Plan are subject (unless waived by the Company) to the
fulfillment prior to or at the Effective Time that each of the "affiliates" of
Salisbury shall have delivered to the Company a letter agreement with respect to
restrictions on resale of the Company Common Stock received by such affiliates.
See "APPROVAL OF THE PLAN AND THE EXCHANGE-RESALE OF COMPANY COMMON STOCK."
AMENDMENT
The Plan may not be altered, changed or amended in any way except by a
writing approved by the respective Boards of Directors of the Company and
Salisbury executed by a person or persons so authorized by them. Any material
amendment to the Plan made subsequent to any approval of the Plan by the
shareholders of Salisbury would require further shareholder approval.
TERMINATION AND ABANDONMENT
The Plan may be terminated before the Effective Time of the Plan,
notwithstanding any approval by the shareholders of Salisbury if:
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<PAGE>
(1) the number of shares of Bank Common Stock owned by dissenting
shareholders shall make consummation of the transactions contemplated by the
Plan inadvisable in the opinion or the Bank or the Company; (2) any action,
suit, proceeding or claim has been instituted, made or threatened relating to
the Plan which shall make consummation of the transactions contemplated by the
Plan inadvisable in the opinion of the Bank or the Company; (3) the
Reorganization shall not have been consummated by December 31, 1998; or (4) for
any reason consummation of the transactions contemplated by the Plan is
inadvisable in the opinion of the Bank or the Company.
ACCOUNTING TREATMENT
The Company and Salisbury intend that the Exchange be accounted for in the
same manner as a "pooling of interests" in accordance with generally accepted
accounting principles. Under this concept, the assets, liabilities and
shareholders' equity of Salisbury, as reported on its balance sheet, will be
combined with the assets, liabilities and shareholders' equity of the Company.
SALISBURY STOCK OPTIONS
All options to acquire Bank Common Stock which are issued pursuant to the
Bank's Employee Stock Purchase Plan, and which are outstanding at the Effective
Time will be assumed by the Company at the Effective Time, and each such option
will become an option to acquire six (6) shares of Company Common Stock.
EXPENSES
Salisbury's expenses incident to the consummation of the Exchange are to be
paid by Salisbury and the Company's expenses are to be paid by the Company.
RESALE OF COMPANY COMMON STOCK
Company Common Stock to be received by shareholders of Salisbury may be
freely sold, except for shares to be received by those shareholders of
Salisbury, including its directors, who may be deemed "affiliates" of the
Company (i.e., persons controlling, controlled by or under common control with
the Company). Sales of Company Common Stock by those persons may be made only in
compliance with the provisions of Rule 144 under the Securities Act of 1933 or
in a manner otherwise in compliance with such act. In general, such affiliates
could resell Company Common Stock under Rule 144 only in brokers' transactions
or in transactions directly with a market maker, and only if the number of
shares sold by each affiliate (or, if two or more affiliates agree to act
together, then the aggregate number of shares sold by them) during any period of
three (3) months does not exceed the greater of 1% of the outstanding Company
Common Stock or the average weekly volume of trading in Company Common Stock in
the four weeks preceding the sale.
LISTING ON THE AMEX STOCK MARKET
The Bank's Common Stock is not traded on any exchange or in the
over-the-counter market. The Company was formed recently and the Company has
never issued capital stock. Application has been made for quotation of the
Company Common Stock on the AMEX Stock Market under the symbol "SBTL". The
Company will seek to encourage at least three (3) market makers to make a market
in the Company's Common Stock.
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<PAGE>
Making a market involves maintaining bid and ask quotations and being able,
as principal, to effect transactions in reasonable quantities at those quoted
prices, subject to various securities laws and other regulatory requirements. A
public trading market having the desirable characteristics of depth, liquidity,
and orderliness depends upon the existence of willing buyers and sellers at any
given time, the presence of which is dependent on the individual decisions of
buyers and sellers over which neither the Company nor any market maker has
control. Accordingly, there can be no assurance that an active and liquid
trading market for the Company Common Stock will develop or, if developed, will
continue. In addition, there can be no assurance that the Company's Application
to AMEX will be approved.
DEREGISTRATION OF THE BANK'S COMMON STOCK
If the Reorganization is consummated, the Bank's Common Stock will cease to
be traded, and the Bank intends to seek the deregistration of its Common Stock
from the provisions of the Exchange Act. However, the Company's Common Stock
will be registered with the SEC and the Company has applied for quotation of the
Company Common Stock on the AMEX Stock Market.
APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS
Connecticut law provides an exclusive appraisal right for dissenting
shareholders of Salisbury. Under Section 36a-181(c) of the Connecticut BHC Act,
a holder of Bank Common Stock has the right, provided the conditions specified
are met, to be paid the "value" of his Bank Common Stock. In order to qualify
for such payments a shareholder of Salisbury must, on or before the date of the
Annual Meeting, give written notice to Salisbury of his objection to the Plan
and the Exchange. If the requisite number of holders of Bank Common Stock
approve the Exchange and the Plan is filed with the Connecticut Secretary of
State in accordance with Connecticut law, then a shareholder of record of
Salisbury desiring to receive the "value" of his Bank Common Stock and who has
timely given his written objection must, within ten days after the Plan has been
filed with the Connecticut Secretary of State, demand in writing payment from
Salisbury of the "value" of his shares of Bank Common Stock as of the Effective
Time. Salisbury must pay such dissenting shareholder the "value" of his shares
within three (3) months of the Effective Time.
In case of disagreement between Salisbury and the dissenting shareholder with
respect to the "value" of his shares, such "value" shall be ascertained by three
(3) disinterested persons, one to be chosen by the dissenting shareholder, one
by Salisbury and the third by the two thus selected. If the award determined by
the three (3) disinterested persons is not paid within sixty days from its date,
the award shall become a debt of Salisbury and the dissenting shareholder may
collect it as such and, upon receiving payment therefor, must transfer his Bank
Common Stock to Salisbury.
Pursuant to the terms of the Plan, at the Effective Time, any shareholder of
Salisbury, who, on or before the date of the Annual Meeting, gave written notice
to Salisbury of his or her intent to demand payment for the value of his or her
Bank Common Stock pursuant to the requirements of Section 36a-181(c) of the
Connecticut Bank Holding Company Act shall have no further rights as a
shareholder of Salisbury, and the certificates held by such dissenting
shareholder shall represent only the right to receive the value of the Bank
Common Stock.
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<PAGE>
The foregoing summary of the rights of dissenting shareholders under
Connecticut law is qualified in its entirety by reference to Section 36a-181(c)
of the Connecticut General Statutes, the text of which is set forth in Appendix
B.
The receipt of cash pursuant to the exercise of appraisal rights will be a
taxable transaction for federal income tax purposes. See "APPROVAL OF THE PLAN
AND THE EXCHANGE FEDERAL INCOME TAX CONSEQUENCES."
Any shareholder of Salisbury who desires to exercise his or her appraisal
rights should carefully review Section 36a-181(c) of the Connecticut BHC Act and
is urged to consult his or her legal advisor before electing or attempting to
exercise such rights. A shareholder's failure to vote against the Plan and the
Exchange will not constitute a waiver of his appraisal rights. However, each
shareholder of Salisbury who fails to object in writing to the Plan and the
Exchange on or before the date of the Annual Meeting and to demand in writing
payment of the "value" of his Bank Common Stock within ten days after the Plan
has been filed with the Connecticut Secretary of State will be deemed to have
assented to the Plan and the Exchange, whether or not he or she voted to approve
the Plan and the Exchange, and will be entitled to receive a certificate
representing shares of Company Common Stock in the manner and on the terms
specified in the Plan. An objection must be in addition to and separate from any
proxy or vote against the Plan and the Exchange and should be submitted to
Margaret M. Wilcox, Secretary of Salisbury Bank and Trust Company, Bissell
Street, Lakeville, Connecticut 06039. Salisbury presently intends to inform
dissenting shareholders of its intention to file the Plan with the Connecticut
Secretary of State and the date when the Plan will be so filed.
A VOTE AGAINST THE PLAN AND THE EXCHANGE WILL NOT SATISFY THE
REQUIREMENTS THAT A DISSENTING SHAREHOLDER DELIVER HIS OR HER WRITTEN
OBJECTION TO THE EXCHANGE PRIOR TO OR ON THE DATE OF THE ANNUAL MEETING.
CERTAIN LEGAL MATTERS
The Exchange is subject to the requirements of Federal and Connecticut
banking statutes, rules and regulations, which provide that certain acquisitions
may not be consummated without the approval of the Federal Reserve Board and the
Connecticut Banking Commissioner.
THE BANK HOLDING COMPANY ACT
The Company was organized to act as a "bank holding company" as such term is
defined in the Bank Holding Company Act of 1956, as amended (the "BHCA"). Under
the BHCA, the Company must submit an application (the "FRB Application") to the
Federal Reserve Board before the Company may become a bank holding company and
before the Exchange contemplated by the Plan can be consummated. The Company has
prepared and submitted the FRB Application to the Federal Reserve Board for
approval to become a bank holding company. Such approval is a condition to the
obligations of the Company and Salisbury to consummate the Exchange.
The Federal Reserve Board is prohibited from approving any acquisition or
merger pursuant to Section 3 of the BHCA; (i) that would result in a monopoly or
that would be in furtherance of any combination or conspiracy to monopolize or
to attempt to monopolize the business of banking in any part of the United
States; or (ii) the effect of which in any section of the United States may be
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<PAGE>
substantially to lessen competition, or to tend to create a monopoly, or result
in a restraint of trade, unless the Federal Reserve Board finds that the
anti-competitive effects of the transaction are clearly outweighed in the public
interest by the probable effect of the transaction in meeting the convenience
and needs of the communities to be served.
Additionally, in reviewing the FRB Application, the Federal Reserve Board
will consider the financial condition and future prospects of the Company, and
Salisbury as well as the competency, experience, and integrity of their
respective officers and directors. In addition, the Federal Reserve Board's
Regulation Y provides that the Federal Reserve Board may not approve an
application if the applicant has failed to provide the Federal Reserve Board
with adequate assurances it will make available information about its operations
and activities to permit the Federal Reserve Board to determine and enforce
compliance with the BHCA. As part of, or in addition to, consideration of the
above factors, it is anticipated that the Federal Reserve Board will consider
the regulatory status of the parties, current and projected economic conditions
in the New England region, and the overall capital and safety and soundness
consideration established by Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA"). Salisbury is currently considered a "well capitalized"
institution under the framework established by FDICIA.
In addition, under the Community Reinvestment Act of 1977, as amended (the
"CRA"), the Federal Reserve Board must take into account the record of
performance of Salisbury in meeting the convenience and needs of its entire
community, including the low and moderate income neighborhoods existing therein.
Salisbury received a CRA rating of "satisfactory" after its most recent CRA
regulatory examination.
Regulation Y, which is the implementing Federal Reserve Board regulation
under the BHCA, requires the Federal Reserve Board to furnish notice and a copy
of the FRB Application to the primary banking supervisor of the bank to be
acquired, which in Salisbury's case is the FDIC. The primary banking supervisor
has 30 days to submit its views and recommendations to the Federal Reserve
Board. The Federal Reserve Board is required to hold a public hearing in the
event its receives a written recommendation of disapproval of the application
from the primary banking supervisor within such 30 day period.
Furthermore, the BHCA and Regulation Y require publication of notice of, and
the opportunity for public comment on, the FRB Application and authorize the
Federal Reserve Board to permit interested parties to intervene in the
proceedings and to hold a public hearing in connection therewith if the Federal
Reserve Board determines that such a hearing would be appropriate. Any such
intervention by third parties could prolong the period during which the FRB
Application is subject to review by the Federal Reserve Board.
Even if the Federal Reserve Board approves the Exchange, the United States
Department of Justice nevertheless may, at any time within 30 days after such
approval, bring an action challenging the Exchange under the Federal antitrust
laws, in which case the effectiveness of the Federal Reserve Board's approval
would be stayed pending a final ruling by an appropriate United States District
Court and any possible appeal. Failure of the Department of Justice to challenge
the Exchange does not, however, exempt the Company from complying with both
state and Federal antitrust laws after the Exchange has been consummated, or
immunize the Exchange from future challenge by the Department of Justice or a
private litigant under Section 2 of the Sherman Act. Any action or failure to
act by the Department of Justice with regard to the Exchange also does not
immunize the Exchange from challenge by a private litigant under Section 7 of
the Clayton Act prior to
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consummation of the Exchange and prior to termination of the 30 day period in
which the Department of Justice may bring an action challenging the Exchange or,
if such an action is commenced, prior to termination of any such action.
CONNECTICUT BANK HOLDING COMPANY AND BANK ACQUISITION ACT
Under the Connecticut BHC Act, the Plan must be approved by the Commissioner
and filed by him with the Connecticut Secretary of the State. It is a condition
to the obligations of the Company and Salisbury to consummate the Exchange, that
such approval be obtained and such filing be made. The Company has applied to
the Banking Commissioner for approval of the Plan and the application is
pending.
COMPANY CAPITAL STOCK
At the Effective Time the certificate of incorporation of the Company will
authorize the issuance of 3,000,000 shares of common stock, par value $.10 per
share.
If the Exchange is consummated, there will be outstanding at the Effective
Time a number of shares of Company Common Stock equal to six (6) times the
number of shares of Bank Common Stock then outstanding, less shares for which
dissenter's appraisal rights have been exercised. Additional shares of Company
Common Stock will be reserved for the exercise of options outstanding and to be
granted under the Bank's Employee Stock Purchase Plan. All such options will be
assumed by the Company once the Exchange is consummated. See "APPROVAL OF THE
PLAN AND THE EXCHANGE - SALISBURY STOCK OPTIONS."
Thus, once the Exchange is consummated, options outstanding and to be granted
under the Bank's Employee Stock Purchase Plan to purchase Bank Common Stock will
become options to purchase Company Common Stock.
If the Exchange were consummated as of May 15, 1998, 1,561,638 shares of
Company Common Stock would be issued and outstanding and a maximum of 16,218
shares would be reserved for issuance upon exercise of options outstanding and
to be granted under the Bank's Employee Stock Purchase Plan.
All shares of Company Common Stock issued upon consummation of the Exchange
or exercise of options will be, when issued as described herein, fully paid and
non-assessable.
Certain provisions of the Certificate of Incorporation and Bylaws of the
Company may make the accomplishment of certain mergers and other business
combinations more difficult. Such provisions affect the rights of holders of
Company Common Stock, and the amendment of such provisions is subject to
"super-majority" voting requirements. See "COMPARISON OF THE RIGHTS OF HOLDERS
OF BANK COMMON STOCK AND COMPANY COMMON CAPITAL STOCK."
VOTING RIGHTS
Each holder of Company Common Stock is entitled to one vote for each share
held. The shares of Company Common Stock do not have cumulative voting rights.
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PREEMPTIVE RIGHTS
Under the Company's Certificate of Incorporation, shareholders of the Company
do not have preemptive rights to subscribe for or purchase shares of any class
of capital stock now or hereafter authorized or securities convertible into
shares of any class of capital stock of the Company. Without preemptive rights,
a shareholder's ownership is subject to dilution if additional shares are
issued.
DIVIDEND RIGHTS
The holders of Company Common Stock will be entitled to receive dividends
when, as and if declared by the Board of Directors of the Company. Dividends may
be declared and paid by the Company only out of funds legally available
therefor. For the foreseeable future, the sole source of amounts available to
the Company for the declaration of dividends will be dividends declared and paid
by Salisbury on Bank Common Stock after consummation of the Exchange. Any
amounts received by the Company will be used to pay the operating expenses of
the Company, and for other activities in which it may engage before any
dividends can be paid on Company Common Stock. For a description of limitations
on the ability of Salisbury to declare and pay any dividends on Bank Common
Stock, see "BANK CAPITAL STOCK-DIVIDENDS." The present intention of the Board of
Directors of the Company is to declare and pay cash dividends on a quarterly
basis. The payment and amount of any dividend will depend on the future earnings
of the Company and Salisbury.
TRANSFER AGENT AND REGISTRAR
Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey will
be the transfer agent and registrar for Company Common Stock.
MARKET
Because no shares of Company Common Stock have been issued, other than the
shares issued in connection with the formation of the Company, no market for
Company Common Stock has been established, and there have been no transactions
therein.
BANK CAPITAL STOCK
The Certificate of Incorporation of Salisbury authorizes the issuance of
500,000 shares of common stock, par value $3.33 per share; the Bank's
Certificate of Incorporation does not provide for the issuance of preferred
stock. As of the Record Date, 260,273 shares of Bank Common Stock were issued
and outstanding and were held by 633 shareholders of record.
MARKET
THE COMMON STOCK OF THE BANK IS TRADED ONLY INFREQUENTLY AND NO SUBSTANTIAL
PUBLIC MARKET FOR THE STOCK PRESENTLY EXISTS. THE COMMON STOCK IS NOT QUOTED ON
THE NASDAQ INTER-DEALER QUOTATION SYSTEM. Some trading does take place however,
in the over-the-counter market, where the stock is traded as a non-NASDAQ issue.
The stock has several market makers who list the issue in the National Bureau
"Pink Sheets," an interdealer quotation system. Salisbury Bank and Trust Company
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has the bulletin board quotation symbol SBTL. Those trades which have occurred
may not provide a reliable indication of the market value of the Common Stock,
as only a limited trading market exists, and the market price may be
substantially affected by the relatively insubstantial volume of transactions.
As of May 15, 1998 there were approximately 633 stockholders of record of the
Bank's Common Stock.
The following table sets forth for the periods indicated the range of high
and low prices by quarter of the Bank's Common Stock. These prices represent
actual sales between individual purchasers and sellers, and do not reflect
commissions paid to brokers.
HIGH/LOW
1996
First quarter $ 53.00 $ 51.00
Second quarter $ 53.00 $ 53.00
Third quarter $ 56.00 $ 53.00
Fourth quarter $ 56.00 $ 56.00
1997
First quarter $ 66.75 $ 60.00
Second quarter $ 67.00 $ 64.00
Third quarter $ 72.50 $ 67.25
Fourth quarter $ 85.00 $ 73.00
1998
First quarter $125.00 $100.00
Second quarter
(April 1-
May 15, 1998) $ $
DIVIDENDS
Holders of Bank Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of funds legally available
therefor. Under the Connecticut banking statutes, subject to any restrictions
contained in its Certificate of Incorporation, a bank such as Salisbury may not
declare a dividend on its capital stock except from its net profits. "Net
Profits" is defined as the remainder of all earnings from current operations.
The total of all dividends by a bank in any calendar year may not, unless
specifically approved by the Banking Commissioner, exceed the total of its net
profits of that year combined with its retained net profits of the proceeding
two years. See "COMPARISON OF THE RIGHTS OF HOLDERS OF BANK COMMON STOCK AND
COMPANY COMMON STOCK DIVIDENDS."
After the Exchange is consummated, Salisbury expects to continue to pay
regular quarterly cash dividends to the Company. There is no assurance, however,
that Salisbury will generate sufficient revenue to declare and pay regular cash
dividends to the Company. Such dividends will be used for the Company's
operating expenses and for other activities in which it may engage and,
depending on its financial condition, for the payment of dividends.
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COMPARISON OF THE RIGHTS OF HOLDERS OF BANK
COMMON STOCK AND COMPANY COMMON STOCK
GENERAL
As a result of the Exchange, holders of Bank Common Stock, whose rights
are presently governed by the provisions of Connecticut and Federal banking law
and the Certificate of Incorporation and Bylaws of Salisbury, will become
shareholders of the Company. Accordingly, their rights will be governed by the
provisions of Connecticut corporate law, Connecticut and Federal banking law
relating to bank holding companies, and the Certificate of Incorporation and
Bylaws of the Company.
The Certificate of Incorporation and Bylaws of the Company have certain
provisions which are substantially similar to the provisions of the Certificate
of Incorporation and Bylaws of Salisbury. The Certificate of Incorporation and
Bylaws of the Company also include provisions which are not contained in
Salisbury's Certificate of Incorporation and Bylaws.
Certain provisions in both Salisbury's and the Company's Certificates
of Incorporation are intended to enhance the negotiating ability of the Board of
Directors in order to serve the best interests of the shareholders and may make
it more difficult for third parties to acquire or to exercise control of
Salisbury and the Company. The Board of Directors of Salisbury is not aware at
this time of any attempt by any person or entity to gain control of Salisbury or
the Company.
The following discussion is only a summary and is not intended in any
way to be a complete description of all of the provisions of the Connecticut and
Federal statutes or the Certificates of Incorporation and Bylaws of Salisbury
and the Company which may affect the rights of shareholders. It is qualified in
its entirety by reference to the Connecticut Business Corporation Act, the
banking laws of the United States and the State of Connecticut, and the
Certificates of Incorporation and Bylaws of Salisbury and the Company (which are
available upon request from Salisbury).
LIMITATION OF LIABILITY OF DIRECTORS
The Company's Certificate of Incorporation contains a provision which
provides that to the fullest extent permitted by law, no director of the Company
shall have any personal liability to the Company or its shareholders for
monetary damages for breach of their fiduciary duty as a director, provided that
the provisions will not eliminate or limit the liability of a director in
certain circumstances. Specifically, liability will not be eliminated or limited
(i) for any breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law; (iii) for any unlawful
payment of dividends, unlawful stock purchase or unlawful redemption; or (iv)
for any transaction from which the director derived an improper personal
benefit.
The Bank's Certificate of Incorporation does not contain any provision
regarding limitation of liability of the Bank's directors.
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CAPITALIZATION
Salisbury has authorized capital stock consisting of 500,000 shares of
common stock, par value $3.33 per share.
Under Connecticut banking law, the Commissioner must approve an
increase or decrease in Salisbury's authorized capital stock or the par value
thereof. In addition, the authorized capital stock of Salisbury may not be
reduced below the minimum requirements for a new capital stock bank, unless
otherwise approved by the Commissioner. No such restrictions or need for
Commissioner approval apply to changes in the capitalization of the Company.
The Board of Directors of Salisbury has no present plans to issue any
shares of Bank Common Stock prior to the Exchange. The Board of Directors of the
Company has no present plans to issue any shares of Company Common Stock beyond
the number to be issued in connection with the Exchange, except for shares that
will be issued pursuant to the Bank's Employee Stock Purchase Plan after the
Exchange is consummated.
The Company has authorized capital stock consisting of 3,000,000 shares
of common stock, par value $.10 per share.
VOTING AND OTHER RIGHTS
Each holder of Bank Common Stock is entitled to one vote for each share
owned of record. There are no cumulative voting rights in the election of
directors. All of the issued and outstanding shares of Bank Common Stock are
fully paid and nonassessable. The Certificate of Incorporation of Salisbury does
not provide for any conversion rights, sinking fund provisions, redemption
provisions or restrictions on alienability with respect to the Bank Common
Stock.
Holders of Company Common Stock will possess the same voting rights as
holders of Bank Common Stock. See "COMPANY CAPITAL STOCK - VOTING RIGHTS."
DIVIDENDS
Holders of Bank Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of funds legally available
therefor.
Under Connecticut banking statutes, subject to any restrictions
contained in its Certificate of Incorporation, banks such as the Bank may not
pay out in dividends in any calendar year an amount exceeding its net profits,
unless the dividend is specifically approved by the Commissioner. Net profits is
defined as the remainder of all earnings from current operations. The total of
all dividends by a Bank in any calender year may not, unless specifically
approved by Banking Commissioner, exceed the total of its net profits of that
year combined with its retained net profits of the preceding two (2) years. See
"BANK CAPITAL STOCK - DIVIDENDS."
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The Company is prevented from paying dividends except from funds
legally available therefore. See "COMPANY CAPITAL STOCK - DIVIDEND RIGHTS."
The present intention of the Board of Directors of Salisbury is to
declare and pay cash dividends on a quarterly basis. The Company expects to
continue Salisbury's dividend policy, taking into account factors including, but
not limited to, net income, capital requirements, financial condition,
prevailing economic conditions, industry practices, the needs of the Company,
and other factors deemed relevant at the time. See "BANK CAPITAL STOCK -
DIVIDENDS."
PREEMPTIVE RIGHTS
The Shareholders of Salisbury and the Shareholders of the Company do
not have preemptive rights. See "COMPANY CAPITAL STOCK - PREEMPTIVE RIGHTS."
SHAREHOLDERS' MEETINGS
The annual meeting of the shareholders of Salisbury is held during the
first six (6) months of each calendar year on such date as is determined by the
Board of Directors in order to elect directors and transact any other business
properly before the meeting. The presence in person or by proxy of holders of
shares entitled to cast a majority of the votes of all outstanding shares of
Bank Common Stock constitutes a quorum at any shareholders' meeting.
The Company's Bylaws provide that the Annual Meeting of Shareholders
shall be held on such date and at such time and place within the first six (6)
months of each year as the Board of Directors may determine from time to time.
BOARD OF DIRECTORS
Certain provisions of the Company's Certificate of Incorporation and
Bylaws impede change in majority control of the Board of Directors. The
Company's Certificate of Incorporation provides that the Board of Directors of
the Company will consist of not less than seven (7) members and not more than
twelve (12) members and will be divided into three (3) classes, with directors
in each class elected for three (3) year terms. The Board of Directors may
increase the number of directors by no more than two (2) in each fiscal year,
and may decrease the number of directors at any time (but to not less than seven
(7) directors). No decrease in the number of directors will shorten the term of
any incumbent director. The Company's Certificate of Incorporation and Bylaws
also impose restrictions on the ability of shareholders to nominate candidates
for the Board of Directors, requiring, in general, not less than thirty (30) nor
more than fifty (50) days prior written notice of such nominations. The
Company's Certificate of Incorporation and the Company's Bylaws provide that
vacancies created by an increase in the number of directorships can be filled
for the unexpired term by the Board of Directors. Vacancies occurring for any
other reasons, such as death or resignation, would be filled by the remaining
directors. The effect of these provisions would prevent a new majority
shareholder from increasing the size of the Board of Directors and from then
filling the vacancies created by such increase. They would also prevent a new
majority shareholder from filling any vacancies on the Board of Directors
arising by resignation, death or other reason.
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The Company's Certificate of Incorporation and the Company's Bylaws
provide that any director of the Company may be removed from office at any time
with cause by the affirmative vote of at least two-thirds (2/3) of the Directors
then in office.
The Certificate of Incorporation and Bylaws of the Bank contain similar
provisions relating to classification of the Board of Directors, removal of
directors and the filling of vacancies on the Board of Directors.
FAIR PRICE PROVISION
The Company's Certificate of Incorporation also requires that, unless
otherwise required by law, certain "business combinations" with a holder
(hereinafter referred to as an "Interested Shareholder") of ten percent (10%) or
more of the voting power of common stock (hereinafter referred to as the
"Company Voting Stock") must be approved by "super-majority" votes of
shareholders. The purpose of this provision is to discourage "front load" or
two-tier acquisitions. In this type of acquisition, one price is offered in a
tender offer for a controlling block of stock and then a much lower price and/or
less desirable form of consideration is offered for the remainder of the
outstanding stock.
Under the provisions of the Company's Certificate of Incorporation,
three (3) votes are necessary before a business combination with an Interested
Shareholder can occur. First, the Board of Directors must approve the
transaction. Second, the holders of at least eighty percent (80%) of the voting
power of the outstanding Company Voting Stock must approve the transaction.
Third, the holders of at least two-thirds of the voting power of the outstanding
Company Voting Stock other than that controlled by the Interested Shareholder
must approve the transaction.
The term "business combination" encompasses six categories of
transactions. The first includes any merger, consolidation or share exchange by
the Company or any subsidiary with any Interested Shareholder or related
persons. The second category includes any sale, lease, exchange, mortgage or
other disposition of assets to an Interested Shareholder within any twelve month
period which is not in the usual and regular course of business, if the assets
have a book value of ten percent (10%) or more of either the total market value
of the outstanding stock of the Company or the Company's net worth as of the end
of the most recent fiscal quarter. The third category is the issuance or
transfer to an Interested Shareholder, on a non-pro rata basis, of stock having
a market value equal to five percent (5%) or more of the total market value of
all shares of stock of the Company. The fourth category is a liquidation or
dissolution proposed by or on behalf of an Interested Shareholder or related
person. The fifth category is any reclassification of securities or
recapitalization which increases an Interested Shareholder's proportionate
ownership of the Company's equity or convertible securities. The sixth category
is the receipt by an Interested Shareholder of loans, advances, guarantees,
pledges or other financial assistance from the Company.
The Company's Certificate of Incorporation exempts from the
super-majority voting requirements described above any business combination with
an Interested Shareholder if the transaction is approved by the Company's Board
of Directors before the Interested Shareholder first becomes an Interested
Shareholder.
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The Company's Certificate of Incorporation also exempts from the
foregoing, super-majority voting requirements for business combinations
described in the first category set forth above (that is, mergers,
consolidations and share exchanges) which satisfy certain "fair price" and
procedural provisions. Five (5) basic conditions must be met in order for this
exemption to apply. The first condition requires that shareholders whose stock
is acquired in the second or later stage of an acquisition must receive at least
as much as the highest price the Interested Shareholder paid for shares within
the prior two years, and in some cases a higher price, as determined by various
formulas specified in the exemptive provision. These prices may bear no relation
to the then-current market value of the Company's stock. The second condition is
that the consideration in the business combination must be cash or the same form
of consideration as the Interested Shareholder previously paid. The requirement
prevents the use of cash in the "first tier" of an acquisition and less valuable
securities in the "second tier". The third condition provides that prior to the
business consolidation, there was no reduction in the annual rate of dividends
paid on the Company's stock and/or increase in the annual rate of dividends paid
should there be a reverse stock split or any similar transaction unless the
Interested Shareholder voted as a director of the Company against such action.
In addition, the third condition provides that the Interested Shareholder shall
not have become the beneficial owner of any additional shares of stock. The
fourth condition is designed to ensure that an Interested Shareholder has not,
through the exercise of influence over the Company, enhanced his position or
brought about actions detrimental to the other shareholders. Thus, any receipt
by the Interested Shareholder of specified financial or tax benefits (such as
loan, advances, pledges or guarantees provided by the Company), will prevent the
use of the "fair price" exemption. The fifth condition requires that a proxy or
information statement complying with the provisions of the Exchange Act be
mailed to the Company's shareholders at least thirty (30) days prior to the
consummation of the business combination, whether or not such proxy or
information statement is required under the Exchange Act.
In the event that the requisite approval of the Board of Directors was
given or the "fair price" and procedural requirements were met with respect to a
particular business combination, the normal voting requirements of law would
apply. Under Connecticut law, a merger, consolidation, sale of substantially all
of the assets of the Company or the adoption of a plan of dissolution of the
Company would require the approval of a majority of the outstanding shares of
Company Common Stock. A reclassification of the Company's securities involving
an amendment to its Certificate of Incorporation would require the approval of
the holders of a majority of the Company's capital stock entitled to vote
thereon. A sale of less than all of the assets of the Company, a merger of the
Company with a Company in which it owns 90% of the outstanding capital stock, or
a reclassification of the Company's securities not involving an amendment to its
Certificate of Incorporation would not require shareholder approval.
The Certificate of Incorporation of the Bank contains similar
provisions relating to certain business combinations with Interested
Shareholders. However, the Bank's Certificate of Incorporation does not include
the receipt by an Interested Shareholder of loans, advances, guarantees, pledges
or other financial assistance as constituting a business combination.
BOARD OF DIRECTORS APPROVAL OF A BUSINESS COMBINATION OR STOCK PURCHASE
The Company's Certificate of Incorporation prevents an Interested
Shareholder from engaging in any "business combination" with the Company for a
period of five (5) years following the date on which it first became an
Interested Shareholder (i.e., the date on which it first
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acquired ten percent (10%) or more of the Company's Voting Stock). A "business
combination" is defined in the same way as for the purposes of the fair price
provision discussed above. Nevertheless, a business combination with an
Interested Shareholder may occur before the termination of the five (5) year
period if the Board of Directors of the Company gives its approval, before the
date on which the Interested Shareholder becomes an Interested Shareholder, to
either the proposed business combination or the proposed acquisition of the
Company's Voting Stock. Moreover, the majority of the non-employee members of
the Board of Directors (of which there must be at least two) must also give
their prior approval. The purpose of this provision is to effectively require
any potential acquiror of the Company to seek the approval of the Board of
Directors of the Company before launching a takeover attempt.
In the event that the requisite prior Board of Director approval is
obtained with respect to a particular business combination, the normal voting
requirements of Connecticut law would apply. Under law, a merger, consolidation,
or sale of substantially all of the assets of the Company or the adoption of the
plan of dissolution of the Company would require the approval of a majority of
the outstanding shares of the Company's capital stock. A reclassification of the
Company's securities involving an amendment to its Certificate of Incorporation
would require the approval of the holders of a majority of the Company's capital
stock entitled to vote thereon.
The Certificate of Incorporation of the Bank contains a provision
regarding Board of Directors approval of a Business Combination but not a Stock
Purchase.
CERTIFICATE OF INCORPORATION AMENDMENTS
Approval of an amendment to the Company's Certificate of Incorporation
will require the approval of the holders of only a majority of the outstanding
shares of the Company's capital stock entitled to vote thereon. However, Article
Eighteenth of the Certificate of Incorporation requires that any amendment by
the provisions of the Company's Certificate of Incorporation relating to various
Board of Director provisions, provisions relating to restrictions on the
acquisition of ten percent (10%) or more of the Company's common stock, business
combinations with interested shareholders, meetings of shareholders, the removal
of directors with cause, and the procedure for the amendment of the foregoing
provisions be approved by eighty percent (80%) of the outstanding shares of the
Company's capital stock entitled to vote thereon. If there is an Interested
Shareholder, the amendment must also be approved by sixty percent (60%) of
voting power of the Company's issued and outstanding shares of capital stock
entitled to vote thereon held by shareholders other than the Interested
Shareholder.
The Bank's Certificate of Incorporation provides that the affirmative
vote of the holders of at least eighty percent (80%) of all of the shares of the
Bank's common stock is required to amend or repeal, or to adopt any provision in
contravention or inconsistent with, certain provisions of the Bank's Certificate
of Incorporation relating to business combinations, and amendments to the Bank's
Certificate of Incorporation.
BYLAW AMENDMENTS
The Company's Bylaws provide that, except as otherwise provided by law
or the Company's Bylaws, the Company's Bylaws may be amended or repealed by (i)
the Company's Board by the affirmative vote of a majority of the directors then
in office, or (ii) by the shareholders of the Company, at any annual meeting of
shareholders or special meeting of shareholders called for such
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purpose, by the affirmative vote of at least a majority of the shares present in
person or represented by proxy at such meeting and entitled to vote on such
amendment or repeal, voting together as class; provided, however, that in order
to amend or repeal or to adopt any provision inconsistent with certain
provisions of the Bylaws regarding shareholder meetings, directors and Bylaw
amendments the affirmative vote of sixty percent (60%) of the voting power of
all the issued and outstanding shares is required to effectuate such amendments.
The Bank's Bylaws provide that, an amendment to the Bank's Bylaws will
not become effective until filed at the office of the Banking Commissioner. In
addition, the Bank's Bylaws provide that the Bank's Bylaws may be altered,
amended or repealed and other bylaws may be adopted by the affirmative vote of a
majority of the whole Board, provided however, that a vote of eighty percent
(80%) of the full Board of Directors is necessary to amend Section 7 of the
Bank's Bylaws which pertains to amendments to the Bank's Bylaws. In addition,
the Bank's Bylaws may be altered, amended or repealed, and other bylaws may be
adopted by the affirmative vote of holders of a majority of the outstanding
capital stock of the Bank; provided however, that a vote of eighty percent (80%)
of the outstanding shares of common stock is necessary to amend Section 7 of the
Bank's Bylaws which pertains to amendments to the Bank's Bylaws.
APPRAISAL RIGHTS
Connecticut law grants shareholders of a corporation appraisal rights
(i.e. the right to demand payment of the fair value of a shareholder's shares)
in certain circumstances, including: (a) consummation of a plan of merger to
which the corporation is a party (i) if shareholder approval is required for the
merger, or (ii) if the corporation is a subsidiary that is merged with its
parent pursuant to provisions of the Connecticut Business Corporation Act, (b)
consummation of a plan of exchange to which the corporation is a party as the
corporation whose shares will be acquired, if the shareholder is entitled to
vote on the plan; (c) consummation of a sale or exchange of all or substantially
all, of the property of the corporation other than in the usual and regular
course of business, if the shareholder is entitled to vote on the sale or
exchange, (d) certain amendments to the corporation's certificate of
incorporation which materially and adversely affect rights in respect of
dissenter's shares; (e) any corporate action taken pursuant to a shareholder
vote to the extent that the certificate of incorporation, bylaws, or resolutions
of the board of directors provides that shareholders are entitled to dissent and
obtain payment for their shares.
Connecticut banking law provides special appraisal rights for
shareholders of banks who dissent in a reorganization or consolidation. The
availability of appraisal rights to shareholders of Salisbury who dissent from
the Exchange is discussed under "APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS."
TRANSFER AGENT AND REGISTRAR
Salisbury Bank and Trust Company is the transfer agent and registrar
for the Bank Common Stock and Registrar and Transfer Company will be the
transfer agent and registrar for the Company Common Stock.
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INDEMNIFICATION
The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify its directors, officers, employees and agents to the
maximum extent permitted by the Connecticut Business Corporation Act.
The Certificate of Incorporation and Bylaws of the Bank do not contain
any provisions regarding the indemnification of the Bank's officers, directors
and employees. However, comparable provisions are set forth in the Connecticut
General Statutes which do apply to the Bank.
PREFERRED STOCK
The Certificate of Incorporation of Salisbury and the Company do not
contain any provisions authorizing the creation of preferred stock.
REGULATION AND SUPERVISION
As a Connecticut-chartered bank whose deposits are insured by the FDIC,
Salisbury is subject to regulation and supervision by both the Banking
Commissioner of the State of Connecticut and the FDIC. Salisbury is also subject
to the laws and regulations of the Federal Reserve Board that are applicable to
FDIC-insured financial institutions. The Company will be subject to certain
regulations of the Federal Reserve Board and the Banking Commissioner.
CONNECTICUT REGULATION
The Banking Commissioner regulates Salisbury's internal organization as
well as its deposit, lending and investment activities. The approval of the
Banking Commissioner is required, among other things, for certain amendments to
Salisbury's Certificate of Incorporation and Bylaws, as well as for the
establishment of branch offices and business combination transactions. The
Banking Commissioner conducts periodic examinations of Salisbury. Many of the
areas regulated by the Banking Commissioner are subject to similar regulation by
the FDIC.
Connecticut banks and bank holding companies, with the approval of the
Connecticut Banking Commissioner, are permitted to engage in stock acquisitions
with depository institutions in other states with reciprocal legislation. A
majority of the states have enacted such legislation. Several interstate mergers
and acquisitions involving Connecticut bank holding companies or banks with
offices in Salisbury's service area and bank holding companies or banks
headquartered in other states have been completed which have resulted in
increased competition for Salisbury. In addition, under Connecticut law, the
beneficial ownership of more than 10% of any class of voting securities of a
bank or bank holding company may not be acquired by any person or groups of
persons acting in concert without the approval of the Connecticut Banking
Commissioner.
Subject to certain limited exceptions, however, total secured and
unsecured loans made to any one obligor pursuant to this statutory authority may
not exceed 15% of a bank's capital, surplus, undivided profits and loan loss
reserves.
Salisbury is prohibited by Connecticut banking law from paying
dividends except from its funds legally available therefore. The total of all
dividends declared by a bank in any calendar year may not, unless specifically
approved by the Commissioner, exceed the total of its net profits of that year
combined with its retained net profits of the preceding two years. These
dividend limitations
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can affect the amount of dividends payable to shareholders of Salisbury.
Salisbury declared a quarterly dividend of $.65 per share of Bank Common Stock
issued and outstanding on April 3, 1998. See "BANK CAPITAL STOCK - DIVIDENDS."
Any state-chartered bank meeting statutory requirements may, with the
approval of the Banking Commissioner, establish and operate branches in any town
or towns within the state.
CAPITAL REQUIREMENTS
Banks are required to maintain minimum levels of capital based upon
their total assets and total "risk-weighted assets." For purposes of these
requirements, capital is comprised of both Tier 1 and Tier 2 capital. Tier 1
capital consists primarily of common stock, retained earnings and limited
amounts of noncumulative perpetual preferred stock. Tier 2 capital consists
primarily of loan loss reserves and certain preferred stock, subordinated debt,
and convertible securities. In determining total capital, the amount of Tier 2
capital may not exceed the amount of Tier 1 capital. A bank's total
"risk-weighted assets" are determined by assigning the bank's assets and
off-balance sheet items to one of four risk categories based upon their relative
credit risks. The greater the risk associated with an asset, the greater the
amount of such asset that will be subject to the capital requirements. The
regulations of the FDIC define specific capital categories based upon an
institution's capital ratios. The capital categories, in declining order, are
"well capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized." To be considered
"adequately capitalized," an institution must generally have a leverage ratio of
at least 4%, a Tier 1 capital to risk-weighted assets ratio of at least 4%, and
a total Tier 1 and Tier 2 capital to risk-weighted assets ratio of at least 8%.
Institutions categorized as "undercapitalized" are subject to certain
restrictions, to include among other things, the requirement to file a capital
plan with its primary federal regulator, prohibitions on the payment of
dividends and management fees, restrictions such as the prohibition on the
payment of dividends and increased supervisory monitoring. See "REGULATION AND
SUPERVISION - FDIC REGULATION."
The various capital ratios of Salisbury as of December 31, 1997 are as
follows:
Minimum Level to be Salisbury
"well capitalized"
Leverage............................. 5% 11.08%
Tier 1 Risk-Based.................... 6% 20.04%
Total Risk-Based..................... 10% 21.26%
As of December 31, 1997, Salisbury was in full compliance with all
applicable capital standards and was categorized as "well capitalized."
Salisbury has received authorization from the State of Connecticut
Department of Banking and the FDIC to repurchase up to 23,435 shares of its
Common Stock. Such authorization will expire, unless extended, in November, 1998
or sooner if the Bank repurchases 23,435 shares of its Common Stock or expends
$1,784,000 in connection with any such potential stock repurchase.
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While banks need specific authorization to facilitate repurchases of their
securities, bank holding companies have broader authority to repurchase their
equity securities. See "REGULATION AND SUPERVISION-FEDERAL RESERVE SYSTEM
REGULATION".
FDIC REGULATION
Salisbury's deposit accounts are insured by the FDIC to a maximum of
$100,000 for each insured depositor. FDIC insurance of deposits may be
terminated by the FDIC, after notice and hearing, upon a finding by the FDIC
that the insured institution has engaged in unsafe or unsound practices, or is
in an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, rule or order, or conditions imposed by the FDIC.
As a state-chartered FDIC-insured bank, Salisbury is subject to
supervision and examination by the FDIC and also is subject to FDIC regulations
regarding many aspects of its business, including types of deposit instruments
offered, permissible methods for acquisition of funds, and activities of
subsidiaries and affiliates of the bank. The FDIC periodically makes its own
examination of insured institutions.
The FDIC has adopted regulations that require FDIC-insured,
state-chartered banks that are not members of the Federal Reserve System to meet
certain minimum capital requirements, including maintenance of a minimum
leverage capital ratio. See "REGULATION AND SUPERVISION - CAPITAL REQUIREMENTS."
Pursuant to the Change in Bank Control Act of 1978, as amended, any
person must give 60 days notice to the FDIC prior to acquiring control of
FDIC-insured banks. Control is defined as ownership of 25% of the voting stock
of the institution, or the power to direct the management or policies of the
institution. Control is presumed upon ownership of 10% or more of the voting
stock if: (a) the institution's shares are registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, or (b) the acquiring party
would be the largest shareholder of the institution. The statute and underlying
regulations authorize the FDIC to disapprove a proposed transaction on certain
specified grounds.
The Community Reinvestment Act ("CRA") requires lenders to identify the
communities served by the institution's offices and to identify the types of
credit the institution is prepared to extend within such communities. The FDIC
conducts examinations of insured institutions' CRA compliance and rates such
institutions as "Outstanding", "Satisfactory", "Needs to Improve" and
"Substantial Noncompliance." As of its last CRA examination. Salisbury received
a rating of "Satisfactory." Failure to receive at least a "Satisfactory" rating
may inhibit Salisbury in undertaking certain activities, including acquisitions
of other financial institutions, which require regulatory approval based, in
part, on CRA compliance considerations.
FEDERAL RESERVE SYSTEM REGULATION
The Company is a bank holding company registered pursuant to the
provisions of the Bank Holding Company Act of 1956, as amended (the "Holding
Company Act"), and consequently is subject to regulation and examination by the
Federal Reserve Board (the "FRB"). Bank holding companies are required to file
annually with the FRB a report of their operations and they and their
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subsidiaries are subject to examination by the Board of Governors of the Federal
Reserve System.
The Holding Company Act also requires prior approval by the FRB before
a bank holding company (1) merges or consolidates with another bank holding
company, or (2) acquires directly or indirectly ownership or control of voting
shares of a bank if after such acquisition it would own or control directly or
indirectly more than five percent of the voting stock of such bank, except where
50 percent or more is already owned, or (3) acquires substantially all of the
assets of any bank.
The Holding Company Act further provides that the FRB shall not approve
any acquisition, reorganization or consolidation which would result in a
monopoly or which would be in furtherance of any combination or conspiracy to
monopolize or attempt to monopolize the business of banking in any part of the
United States. Further, the FRB may not approve any other proposed acquisition.
reorganization or consolidation, the effect of which may be substantially to
lessen competition or to tend to create a monopoly in any section of the
country, or which in any other manner would be in restraint of trade, unless the
anti-competitive effects of the proposed transaction are clearly outweighed in
the public interest by the probable effect of the transaction in meeting the
convenience and needs of the community to be served.
The FRB permits bank holding companies to engage in activities so
closely related to banking or managing or controlling banks as to be a proper
incident thereto. While the types of permissible activities are subject to
change by the FRB, the following list comprises the principal activities that
presently may be conducted by a bank holding company.
1. Making, acquiring or servicing loans and other extensions of
credit for its own account or for the account of others, such
as would be made by the following types of companies: consumer
finance, credit card, mortgage, commercial finance and
factoring.
2. Operating as an industrial bank, Morris Plan or industrial
loan company in the manner authorized by state law so long as
the institution does not both accept demand deposits and make
commercial loans.
3. Operating as a trust company in the manner authorized by
federal or state law so long as the institution does not make
certain types of loans or investments or accept deposits,
except as may be permitted by the FRB.
4. Subject to certain limitations, acting as an investment or
financial advisor to investment companies and other persons.
5. Leasing personal and real property or acting as agent, broker,
or advisor in leasing property, provided that it is reasonably
anticipated that the transaction will compensate the lessor
for not less than the lessor's full investment in the
property.
6. Making equity and debt investments in corporations or projects
designed primarily to promote community welfare.
7. Providing to others financially oriented data processing or
bookkeeping services.
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8. Subject to certain limitations, acting as an insurance agent
or broker in relation to insurance for itself and its
subsidiaries or for insurance directly related to extensions
of credit by the bank holding company system.
9. Subject to certain limitations, acting as underwriter for
credit life insurance and credit accident and health insurance
that is directly related to extensions of credit by the bank
holding company system.
10. Providing courier services of a limited character.
11. Subject to certain limitations, providing management
consulting advice to nonaffiliated banks and nonbank
depository institutions.
12. Selling money orders having a face value of $1,000 or less,
travelers' checks and United States savings bonds.
13. Performing appraisals of real estate.
14. Subject to certain conditions, acting as intermediary for the
financing of commercial or industrial income-producing real
estate by arranging for the transfer of the title, control and
risk of such a real estate project to one or more investors.
15. Providing securities brokerage services, related securities
credit activities pursuant to FRB Regulation T and incidental
activities such as offering custodial services, individual
retirement accounts and cash management services, if the
securities brokerage services are restricted to buying and
selling securities solely as agent for the account of
customers and do not include securities underwriting or
dealing or investment advice or research services.
16. Underwriting and dealing in obligations of the United States,
general obligations of states and their political subdivisions
and other obligations such as bankers' acceptances and
certificates of deposit.
17. Subject to certain limitations, providing by any means,
general information and statistical forecasting with respect
to foreign exchange markets; advisory services designed to
assist customers in monitoring, evaluating and managing their
foreign exchange exposures; and certain transactional services
with respect to foreign exchange.
18. Subject to certain limitations, acting as a futures commission
merchant in the execution and clearance on major commodity
exchanges of futures contracts and options on futures
contracts for bullion, foreign exchange, government
securities, certificates of deposit and other money market
instruments.
19. Subject to certain limitations, providing commodity trading
and futures commission merchant advice.
20. Providing consumer financial counseling that involves
counseling, educational courses and distribution of
instructional materials to individuals on consumer-oriented
financial management matters, including debt consolidation,
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mortgage applications, bankruptcy, budget management, real
estate tax shelters, tax planning, retirement and estate
planning, insurance and general investment management, so long
as this activity does not include the sale of specific
products or investments.
21. Providing tax planning and preparation advice such as
strategies designed to minimize tax liabilities and includes,
for individuals, analysis of the tax implications of
retirement plans, estate planning and family trusts. For
corporations, tax planning includes the analysis of the tax
implications of mergers and acquisitions, portfolio mix,
specific investments, previous tax payments and year-end tax
planning. Tax preparation involves the preparation of tax
forms and advice concerning liability based on records and
receipts supplied by the client.
22. Providing check guaranty services to subscribing merchants.
23. Subject to certain limitations, operating a collection agency
and credit bureau.
24. Acquiring and operating thrift institutions, including savings
and loan associations, building and loan associations and
FDIC-insured savings banks.
25. Operating a credit bureau, subject to certain limitations.
A bank holding company and its subsidiaries, are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit or sale of any property or services. Subsidiary banks of a bank holding
company are subject to certain restrictions imposed by the Federal Reserve Act
on any extension of credit to the bank holding company or any of its
subsidiaries, or investments in the stock or other securities thereof, and on
the taking of such stock or securities as collateral for loans to any borrower.
Salisbury is also subject to FRB regulations regarding the maintenance
of reserves. Under such regulations, Salisbury must maintain reserves against
its transaction accounts and non-personal time deposits.
Bank holding companies have broad authority to repurchase their equity
securities. A bank holding company may repurchase its equity securities without
regulatory approval if the bank holding company is "well capitalized", "well
managed", and is not the subject of any unresolved supervisory issues. If all of
the above factors do not exist, a bank holding company would need to obtain
prior approval from the Federal Reserve Board in order to repurchase equity
securities which would exceed ten percent (10%) of its net worth in any twelve
(12) month period.
Under FRB regulations, a bank holding company is required to serve as a
source of financial and managerial strength to its subsidiary banks and may not
conduct its operations in an unsafe or unsound manner. In addition, it is the
FRB's policy that in serving as a source of strength to its subsidiary banks, a
bank holding company should stand ready to use available resources to provide
adequate capital funds to its subsidiary banks during periods of financial
stress or adversity and should maintain the financial flexibility and
capital-raising capacity to obtain additional resources for assisting its
subsidiary banks. A bank holding company's failure to meet its obligation to
serve as a source of strength to its subsidiary banks will generally be
considered by the FRB to be an unsafe and unsound banking practice or a
violation of the FRB regulations or both.
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The FRB has established capital adequacy guidelines for bank holding
companies similar to the FDIC capital requirements set forth above.
EFFECTS OF GOVERNMENT POLICY
Legislation adopted in recent years has substantially increased the
scope of regulations applicable to Salisbury and the Company and the scope of
regulatory supervisory authority and enforcement power over Salisbury and the
Company.
Virtually every aspect of Salisbury's business is subject to regulation
with respect to such matters as the amount of reserves that must be established
against various deposits and the establishment of branches. Reorganizations,
nonbanking activities and other operations. Numerous laws and regulations also
set forth special restrictions and procedural requirements with respect to the
extension of credit, credit practices, the disclosure of credit terms and
discrimination in credit transactions.
The descriptions of the statutory provisions and regulations applicable
to banks and bank holding companies set forth above do not purport to be a
complete description of such statutes and regulations and their effects on
Salisbury and the Company. Proposals to change the laws and regulations
governing the banking industry are frequently introduced in Congress, in the
state legislatures and before the various bank regulatory agencies. The
likelihood and timing of any changes and the impact such changes might have on
Salisbury and the Company are difficult to determine.
THE BUSINESS OF THE COMPANY
The Company was previously organized as a stock corporation under the
laws of Connecticut to act as a bank holding company for Salisbury. The Company
has filed an application with the FRB for approval to become a bank holding
company and has applied to the Connecticut Banking Commissioner for approval of
the acquisition by the Company of all of the voting shares of Salisbury. The
principal business of the Company will be to act as a bank holding company and
to provide, through Salisbury and any other subsidiaries that the Company may
acquire, comprehensive banking and permissible nonbanking services throughout
Connecticut and New England and other areas as opportunities become available.
As of the Effective Time, the Company will have no significant assets other than
the shares of Bank Common Stock acquired through the Exchange. The Company's
revenues immediately after the Effective Time will be comprised primarily of
dividends declared and paid to the Company by Salisbury, and such amounts will
be used by the Company to pay operating expenses and dividends, if declared.
COMPETITION
The Bank encounters competition in all phases of its business. Several
competitive financial institutions have offices in the Salisbury, Connecticut
banking market. In addition, the Bank competes with banking institutions located
in Massachusetts and New York. A number of these institutions have higher
lending limits and greater resources than the Bank and provide certain services
that the Bank does not provide.
The banking business in the area served by the Bank is very
competitive. Based on information published by the Federal Reserve Bank of
Boston in June 1996, the Salisbury,
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Connecticut banking market consists of eight (8) commercial and savings banks
with a total of thirteen (13) banking offices. The Bank has a 44.52 percent
market share of deposits in the market.
SALISBURY, CONNECTICUT
ALL INSTITUTIONS, BY TOTAL DEPOSITS
<TABLE>
<CAPTION>
Number Of Total Deposits
Banking Offices $(Thou) (percent)
--------------- ------- --------
<S> <C> <C> <C>
1. Salisbury Bank and Trust Company.......... 3 $141,401 44.52%
2. Canaan National Bancorp, Inc., Canaan 1 $ 47,877 15.07%
(Canaan National Bank) (1) $(47,877) ___
3. New Mil Bancorp, New Milford............... 2 $ 30,702 9.67%
(New Milford Savings Bank) (2) $(30,702) ___
4. National Iron Bank......................... 3 $ 28,394 8.94%
5. Torrington Savings Bank.................... 1 $ 23,369 7.36%
6. People's Mutual Holdings,
Bridgeport................................. 1 $ 21,323 6.71%
(People's Bank)........................ (1) $(21,323)
7. Union Savings Bank......................... 1 $ 12,645 3.98%
8. Litchfield Bancorp......................... 1 $ 11,882 3.74%
--- --------- -----
All Commercial Banking and Thrift
Organizations 13 $317,593 100.00%
</TABLE>
NOTE: The table is based on June 30, 1996 deposit data and reflects
all mergers and bank holding company acquisitions completed by
February 2, 1998 as published by the Federal Reserve Bank of
Boston.
Banks compete on the basis of price, including rates paid on deposits and
charged on borrowings, convenience and quality of service. Savings and loan
associations are able to compete aggressively with commercial banks in the
important area of consumer lending. Credit unions and small loan companies are
each significant factors in the consumer market. Insurance companies, investment
firms, credit and mortgage companies, brokerage firms cash management accounts,
money-market funds and retailers are all significant competitors for various
types of business. Many non-bank competitors are not subject to the extensive
regulation described below and in certain respects may have a competitive
advantage over banks in providing certain services.
In marketing its services, the Bank emphasizes its position as a hometown
bank with personal service, flexibility and prompt responsiveness to the needs
of its customers. Moreover, the Bank competes for both deposits and loans by
offering competitive rates and convenient business hours. In addition to
providing banking services to customers in its primary service areas, the Bank
is a member of the automatic teller machine networks which allow the Bank to
deliver certain financial services to customers regardless of their proximity to
the primary service area of the Bank.
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Connecticut has enacted legislation which liberalized banking powers for
thrift institutions thereby improving their competitive position with other
banks. In addition, the Connecticut Interstate Banking Act permits acquisitions
of and mergers with Connecticut banks and bank holding companies with banks and
bank holding companies in other states. Accordingly, it is possible for large
super-regional organizations to enter many new markets including the market
served by the Bank. Certain of these competitors, by virtue of their size and
resources, may enjoy certain efficiencies and competitive advantages over the
Bank in the pricing, delivery, and marketing of their products and services. It
is possible that such legislative authority will increase the number or the size
of financial institutions competing with the Bank for deposits and loans in its
market place, although it is impossible to predict the effect upon competition
of such legislation.
BANK PROPERTIES
The following table sets forth the location and other related information
regarding the Bank's offices and other properties occupied as of December 31,
1997.
Offices Location Status
------- -------- ------
Main Office 5 Bissell Street Owned
Lakeville, Connecticut
Salisbury Office 18 Main Street Owned
Salisbury, Connecticut
Sharon Office 29 Low Road Owned
Sharon, Connecticut
LEGAL PROCEEDINGS
With the exception of the matters discussed below, there are no other
material pending legal proceedings to which the Bank, its subsidiary or any of
its properties is a party, other than ordinary litigation arising in the normal
course of business. None of such proceedings is material to the Bank or its
subsidiary.
A former employee of the Bank who resigned from the Bank's employment
alleged that her transfer in 1995 from one department of the Bank to another was
based upon gender rather than job performance. Subsequently, she filed charges
with the United States Equal Opportunity Commission (the "EEOC"). After
concluding its investigation, the EEOC took no action against the Bank because
it was unable to conclude, based upon its investigation, that any statutes were
violated. Notwithstanding the conclusion of the EEOC, the employee filed a
lawsuit on April 28, 1997 entitled DEBORAH ROST V. SALISBURY BANK AND TRUST
COMPANY, JOHN F. PEROTTI AND CRAIG E. TOENSING, in the United States District
Court, Southern District of New York. In that suit, the plaintiff claimed that
she was subjected to unwanted sexual harassment which she rejected and, as a
result, was transferred from her position. The plaintiff claimed damages of
Sixty Million Dollars plus costs and attorneys' fees. On March 12, 1998, the
United States District Court dismissed the plaintiff's complaint without
prejudice to her right to sue the Bank within a thirty day period in another
forum. On April 3, 1998, the plaintiff filed her lawsuit entitled DEBORAH ROST
V. SALISBURY BANK AND TRUST COMPANY, JOHN F. PEROTTI AND CRAIG E. TOENSING, in
the United States District Court, Connecticut.
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The Bank refutes these allegations of discrimination and sexual harassment
and intends to vigorously defend this case. The Bank does not believe that these
claims will result in any material adverse effect on the Bank's financial
condition.
CERTAIN SUPERVISORY MATTERS
On March 26, 1997, the Board of Directors of the Bank adopted certain
resolutions (the "Resolutions") at the request and direction of the Federal
Deposit Insurance Corporation (the "FDIC") in response to an examination
conducted by the FDIC. The Resolutions require the Bank, among other things to:
institute a comprehensive compliance audit program and conduct an annual review
of the Bank's compliance with all applicable consumer compliance laws; implement
internal monitoring procedures in both the loan and deposit areas to address all
consumer compliance regulations; and to correct certain violations cited in the
FDIC's examination. As a result of a recent visitation conducted by the FDIC,
the Bank was not in complete compliance with the resolutions because apparent
violations were cited in the visitation. Accordingly, the Bank is strengthening
its existing compliance review, is monitoring its compliance procedures and is
maintaining its "satisfactory" rating of compliance with the Community
Reinvestment Act.
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<TABLE>
<CAPTION>
SELECTED CONSOLIDATED FINANCIAL DATA OF THE BANK
SELECTED FINANCIAL DATA (Dollars In Thousands)
At or For the Years Ended December 31
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Statement of Condition Data:
<S> <C> <C> <C> <C> <C>
Loans, Net $116,691 $116,149 $112,083 $105,125 $ 95,345
Allowance For Possible Loan Losses 1,226 1,242 1,160 1,309 1,284
Investments 50,116 39,181 37,081 39,982 54,015
Total Assets 183,433 175,363 166,818 156,620 160,535
Deposits 156,173 150,149 148,640 136,858 144,158
Shareholders' Equity 20,483 18,789 17,605 16,178 15,824
Nonperforming Assets 2,297 3,269 4,467 5,507 6,327
Statement of Income Data:
Interest and Fees on Loans $ 9,459 $ 9,347 $ 8,418 $ 6,828 $ 7,340
Interest and Dividends on Securities
and Other Interest Income 3,165 2,727 2,549 2,714 3,420
Interest Expense 5,707 5,518 5,289 4,034 4,979
-------- -------- -------- -------- --------
Net Interest Income 6,917 6,556 5,678 5,508 5,781
Provision for Possible Loan Losses 50 275 250 60 0
Trust Department Income 934 752 693 746 720
Other Income 553 668 450 471 464
Net Gain on Sales of Securities 4 12 192 7 41
Other Expenses 4,766 4,547 4,213 4,229 4,404
-------- -------- -------- -------- --------
Pre Tax Income 3,592 3,166 2,550 2,443 2,602
Income Taxes 1,402 1,052 990 923 966
-------- -------- -------- -------- --------
Net Income $ 2,190 $ 2,114 $ 1,560 $ 1,520 $ 1,636
======== ======== ======== ======== ========
Per Common Share Data:
Earnings per common share $ 8.45 $ 8.13 $ 5.89 $ 5.64 $ 6.08
Earnings per common share, assuming $ 8.38 $ 8.08 $ 5.86 $ 5.61 $ 6.07
dilution
Cash Dividends Declared $ 3.14 $ 2.72 $ 1.95 $ 1.92 $ 1.80
Book Value (at year end) $ 78.36 $ 72.48 $ 66.69 $ 60.71 $ 58.51
Selected Statistical Data:
Return on Average Assets 1.24% 1.25% 0.97% 0.97% 1.00%
Return on Average Shareholders' Equity 11.10% 11.59% 9.16% 9.33% 10.67%
Dividend Payout Ratio 37.24% 33.27% 33.04% 33.92% 29.60%
Average Shareholders' Equity to Average 11.13% 10.80% 10.54% 10.34% 9.25%
Assets
Net Interest Spread 3.33% 3.32% 2.99% 3.22% 3.27%
Net Interest Margin 4.21% 4.14% 3.77% 3.72% 3.75%
</TABLE>
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
The Mission Statement of Salisbury Bank and Trust Company provides a
standard against which the Bank's performance should be measured and specifies
as follows:
"Salisbury Bank and Trust Company strives to be the leading community bank
in the tri-state area. We are committed to providing professional financial
services in a friendly and responsive manner. We are dedicated to being an
active corporate citizen in the communities we serve. We will inspire our staff
to grow personally and professionally. Our achievement of these goals will
continue to assure customer satisfaction, profitability, and enhanced
shareholder value."
Management is pleased with the progress made by the Bank during 1997 toward
fulfilling its Mission Statement. While providing personalized high quality
financial products and services to the customers and communities which we serve,
the Bank continued to build shareholder value through improvements in earnings
and asset quality which resulted in increases to the Bank's per share book value
and dividends. Continued prudent management is essential to maintaining the
quality and sustainability of the Bank's earnings. In order to provide a strong
foundation for building shareholder value and serving our customers the Bank has
invested in the technological and human resources necessary to accomplish the
objectives set forth in our Mission Statement.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
The Mission Statement of Salisbury Bank and Trust Company provides a
standard against which the Bank's performance should be measured and specifies
as follows:
"Salisbury Bank and Trust Company strives to be the leading community
bank in the tri-state area. We are committed to providing professional
financial services in a friendly and responsive manner. We are
dedicated to being an active corporate citizen in the communities we
serve. We will inspire our staff to grow personally and professionally.
Our achievement of these goals will continue to assure customer
satisfaction, profitability, and enhanced shareholder value."
Management is pleased with the progress made by the Bank during 1997
toward fulfilling its Mission Statement. While providing personalized high
quality financial products and services to the customers and communities which
we serve, the Bank continued to build shareholder value through improvements in
earnings and asset quality which resulted in increases to the Bank's per share
book value and dividends. Continued prudent management is essential to
maintaining the quality and sustainability of the Bank's earnings. In order to
provide a strong foundation for building shareholder value and serving our
customers the Bank has invested in the technological and human resources
necessary to accomplish the objectives set forth in our Mission Statement.
During 1997, Salisbury Bank and Trust Company increased net income,
which amounted to $2,190,000 or $8.45 per common share for 1997 as compared
with, $2,114,000 or $8.13 per common share for 1996, and $1,560,000 or $5.89 per
common share for 1995. In accordance with a new accounting rule, earnings per
common share, assuming dilution, are also presented. In 1997, 1996 and 1995,
earnings per common share, assuming dilution, were $8.38, $8.08 and $5.86
respectively. The continued improvements in the Bank's results of operations for
the year ended December 31, 1997 are of increased significance because they
reflect an improvement in the quality as well as the quantity of earnings. In
this regard, net income for 1996 included certain non-recurring benefits which
contributed approximately $1.68 per common share to net income for 1996,
resulting from a favorable litigation settlement involving state tax liability
and the collection of interest on a large nonaccrual loan. During 1997, despite
the absence of such non-recurring benefits, the Bank's pretax income increased
$426,000 or 13.46% to $3,592,000 as compared with $3,166,000 for 1996. However,
because 1997 did not include the favorable benefits of the 1996 settlement
involving state tax liability, income taxes increased $350,000 or 33.27% from
1996 to 1997. As a result, the Bank's net income for 1997 increased $76,000 or
3.60%.
THE FOLLOWING TABLE REPRESENTS A GRAPH
NET INCOME PER SHARE
1993 $6.08
1994 $5.64
1995 $5.89
1996 $8.13
1997 $8.45
-57-
<PAGE>
Management is pleased with the continued growth of earnings and the
improvements in the quality and sustainability of the Bank's earnings.
Nonperforming assets include nonaccrual loans, loans restructured and other real
estate owned. During 1997, the Bank improved its asset quality and successfully
reduced nonperforming assets by 29.73% from $3,269,000 at December 31, 1996 to
$2,297,000 at December 31, 1997. This achievement reflects the reduction of
nonaccrual and restructured loans of $771,000 or 26.93% and a reduction of
foreclosed real estate known as "other real estate owned," of $201,000 or
49.51%. While achieving these improvements to asset quality, the Bank's
allowance for loan losses (the "Allowance") improved as a percent of nonaccrual
loans. As a result, the increased strength of the Allowance provides enhanced
protection against potential problems in the future. At year end 1997, the
Allowance represented 58.60% of nonaccrual loans as compared with 43.38% at year
end 1996.
THE FOLLOWING TABLE REPRESENTS A GRAPH
YEAR END BOOK VALUE PER SHARE
1993 $58.51
1994 $60.71
1995 $66.69
1996 $72.48
1997 $78.36
Recognizing the continued improvement in the quality of the Bank's
earnings and assets, the Board of Directors increased the dividends declared on
the Bank's common stock by 15.44% during 1997, from $2.72 per share during 1996,
to $3.14 per share during 1997. Despite the payment of increased dividends, per
share book value increased $5.88 during 1997 from $72.48 at December 31, 1996,
to $78.36 at December 31, 1997.
RESULTS OF OPERATIONS
NET INTEREST INCOME
The Bank's principal earning assets are its loan portfolio and its
securities portfolio. The securities portfolio represents approximately 27.32%
of total assets and provides revenue and serves as a source of potential
liquidity for the Bank. The Bank's results of operations are largely dependent
upon net interest income, which is the difference between interest earned on
earning assets and interest paid on deposits and borrowings. The Bank's net
interest margin has gradually increased from 3.77% at December 31, 1995, to
4.14% at December 31, 1996, to 4.21% at year end 1997. The net interest spread
measures the difference in yield between interest earning assets and interest
bearing liabilities. The Bank's net interest spread has increased from 2.99% at
year end 1995 to 3.32% and 3.33% for the years ended 1996 and 1997,
respectively.
THE FOLLOWING TABLE REPRESENTS A GRAPH
CASH DIVIDENDS PER SHARE
1993 $1.8
1994 $1.92
1995 $1.95
1996 $2.72
1997 $3.14
-58-
<PAGE>
Along with the improvement in the net interest margin and net interest
spread, the growth of the Bank's base of earnings assets and liabilities has
contributed to improvement in net income. While the size of the Bank's loan
portfolio remained stable during 1997, the securities portfolio increased
$10,935,000 during the year.
For the following disclosures, interest income is stated on a fully
taxable-equivalent ("FTE") basis. FTE interest income restates reported interest
income on tax exempt securities as if such interest were taxed at the Bank's
Federal income tax rate of 34% of all periods stated. In 1997, net interest
income on a FTE basis was $7,092,000, representing a 6.31% increase over the
1996 level of $6,671,000, which, in turn, represented an increase of $868,000 or
14.96% from 1995.
--------------------------------------------
(Amounts in Thousands) 1997 1996 1995
--------------------------------------------
Interest Income
(Financial Statements) $12,624 $12,074 $10,967
Tax Equivalent Adjustment 175 115 125
Interest Expense (5,707) (5,518) (5,289)
Net Interest Expense
(fully taxable equivalent $ 7,092 $ 6,671 $ 5,803
======== ======= =======
-59-
<PAGE>
<TABLE>
<CAPTION>
AVERAGE BALANCES, INTEREST EARNED OR PAID AND RATES
(Amounts in Thousands) 1997 1996 1995
---------------------------------- ---------------------------------- -----------------------------------
Interest Interest
Average Interest Yield Average Earned/ Yield Average Earned/ Yield
Balance Earned/Paid Rate Balance Paid Rate Balance Paid Rate
----------- ----------- --------- ----------- ---------- -------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest Earning Assets:
Loans $ 117,991 $ 9,459 8.02% $ 115,298 $ 9,347 8.11% $110,788 $ 8,418 7.60%
Taxable Securities 37,959 2,496 6.58% 33,091 2,088 6.31% 34,598 2,082 6.02%
Tax-exempt Securities 5,505 437 7.94% 3,178 265 8.34% 3,360 283 8.42%
Other Interest Income 7,015 407 5.80% 9,392 489 5.21% 5,298 309 5.83%
--------- -------- --------- --------- -------- ---------
Total interest
earning assets 168,470 12,799 7.60% 160,959 12,189 7.57% 154,044 11,092 7.20%
-------- --------- ---------
Allowance for loan (1,205) (1,229)
losses (1,218)
Cash & due from Banks
4,227 4,019
4,565
Premise, Equipment 3,317 3,211
2,999
Net unrealized
gain/loss on (77) (252)
Securities 170
Other Assets 1,793 1,793
2,274
---------- --------- --------
Total Average Assets $ 177,260 $ 169,014 $161,586
========== ========= ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest Bearing
Liabilities:
NOW/Money market
deposits $ 51,050 1,602 3.14% $ 48,472 1,449 2.99% $ 45,945 1,422 3.10%
Savings deposits 13,869 354 2.55% 13,780 363 2.63% 14,927 386 2.59%
Time deposits 63,431 3,409 5.37% 64,593 3,525 5.46% 64,107 3,433 5.36%
Borrowed funds 5,191 342 6.59% 2,926 181 6.19% 651 48 7.37%
---------- -------- --------- --------- -------- ---------
Total interest bearing
liabilities 133,541 5,707 4.27% 129,771 5,518 4.25% 125,630 5,289 4.21%
-------- --------- ---------
Demand deposits 23,118 20,277 18,248
Other liabilities 880 721 675
Shareholders' Equity 19,721 18,245 17,033
---------- --------- --------
Total Liabilities and
Equity $ 177,260 $169,014 $161,586
========== ========= ========
Net interest income $7,092 $6,671 $ 5,803
====== ====== =========
Net interest spread 3.33% 3.32% 2.99%
Net interest margin 4.21% 4.14% 3.77%
</TABLE>
-60-
<PAGE>
NONINTEREST INCOME
Noninterest income increased 4.12% in 1997, and totaled $1,491,000
compared to $1,432,000 and $1,335,000 for l996 and l995 respectively. Income
from Trust Operations increased 24.23% during 1997 to $934,000 following an
increase of 8.55% during 1996. This improvement reflects the continued growth of
the Trust Department as well as the selective repricing of services within the
Trust fee schedule.
NONINTEREST EXPENSE
Noninterest expense increased $219,000 during l997, or 4.81% to
$4,766,000 following an increase of 7.93% in l996; reflecting the Bank's
expenditures in upgrading its technological capabilities and data processing.
The commitment to utilizing technology to facilitate (rather than replace) the
personalized delivery of financial products and services is considered to be a
key component to the Bank's continued success as a leading community based
financial institution.
INCOME TAXES
The 1997 income tax expense was $1,402,000, reflecting an effective
tax rate of 39.03%. This compares with income tax expense of $1,052,000 in 1996
and $990,000 in 1995. A litigation settlement in favor of the Bank in 1996
resulted in a state tax refund representing 6.20% of overall taxes. This is
reflected in the lower effective tax rate for 1996 of 33.23%, as compared to
39.03% for 1997, and 38.80% for 1995.
FINANCIAL CONDITION
BALANCE SHEET
Total assets increased slightly to $183,433,000 at December 31, 1997,
compared to $175,363,000 at December 31, 1996. During 1997, as a result of
limited growth for loan demand in the Bank's market area, the size of the Bank's
loan portfolio remained relatively unchanged. Total loans amounted to
$116,691,000 at December 31, 1997, as compared with $116,149,000 at year end
1996. However, average loans outstanding increased $2,693,000 or 2.34% during
1997.
SECURITIES
The Bank's securities portfolio increased $10,935,000 or 27.91%, and
amounted to $50,116,000 at December 31, 1997, as compared with $39,181,000 at
December 31, 1996. Within the securities portfolio, $47,511,000 or 94.80% of the
portfolio is held as available-for-sale and therefore is available to meet
potential liquidity needs of the Bank. The unrealized gain on securities
available-for-sale increased to $297,000 at December 31, 1997, from $83,000 at
December 31, 1996.
-61-
<PAGE>
LOANS
While the size of the loan portfolio did not change significantly, the
quality of the portfolio continued to improve. At December 31, 1997, the Bank
had $1,328,000 in nonaccrual loans compared to $1,316,000 at December 31, 1996.
Loans restructured at December 31, 1997 were $764,000 compared to $1,547,000 at
December 31, 1996. Similarly, "other real estate owned" decreased $201,000 from
year end 1996 levels of $406,000 to $205,000 at year end 1997.
PROVISIONS AND ALLOWANCE FOR LOAN LOSSES
Year end balances of the Bank allowance for loan losses were
relatively unchanged between 1997 and 1996. The Allowance amounted to $1,226,000
at December 31, 1997, and $1,242,000 at December 31, 1996. Improvements in asset
quality and the improving economic conditions in the communities served by the
Bank as well as the improved values of real estate collateral, enabled the Bank
to reduce provisions to the Allowances during 1997 while the coverage ratios of
the Allowance to nonaccrual loans and nonperforming assets increased, providing
a stronger cushion against potential future problems.
ASSET/LIABILITY MANAGEMENT
The Bank's assets and liabilities are managed in accordance with
policies established and reviewed by the Bank's Board of Directors. The Bank's
Asset/Liability Management Committee implements and monitors compliance with
these policies regarding the Bank's asset and liability management practices
with regard to interest rate risk, liquidity and capital.
Interest rate risk
Interest rate risk is defined as the sensitivity of the Bank's income
to short and long term changes in interest rates. One of the primary financial
objectives of the Bank is to manage its interest rate risk and control the
sensitivity of the Bank's earnings to changes in interest rates in order to
prudently improve net interest income and the Bank's interest rate margins and
manage the maturities and interest rate sensitivities of assets and liabilities.
One method of monitoring interest rate risk used by the Bank is a gap analysis
which identifies the difference between the amount of assets and the amount of
liabilities which mature or reprice during specific time frames and the
potential effect on earnings of such maturities or repricing opportunities.
Model simulation is also used to evaluate the impact on earnings of potential
changes in interest rates. The Bank is currently slightly asset sensitive within
prudent standards which means that the Bank's earnings would increase in rising
interest rate environments and decrease in declining interest rate environments.
The Bank is seeking to further reduce the potential impact which declining
interest rates could have on earnings by various actions such as lengthening the
maturities of some of the securities held as available-for-sale within the
securities portfolio.
-62-
<PAGE>
Liquidity risk
Management of liquidity is designed to provide for the Bank's cash
needs at a reasonable cost. These needs include the withdrawal of deposits on
demand or at maturity, the repayment of borrowings as they mature and lending
opportunities. Asset liquidity is achieved through the management of readily
marketable investment securities as well as managing asset maturities and
pricing of loan and deposit products.
The Bank is a member of the Federal Home Loan Bank System which
provides credit to its member banks. This enhances the liquidity position of the
Bank by providing a source of available borrowings. Additionally, federal funds
and borrowings on repurchase agreements are available to fund short term cash
needs. At December 31, 1997, Salisbury Bank and Trust Company had approximately
$19,566,000 in loan commitments outstanding. It is expected that these
commitments will be funded primarily by deposits, loan repayments and maturing
investments. The Bank has ample liquidity to meet its present and foreseeable
needs.
[THE FOLLOWING TABLE REPRESENTS A GRAPH]
YEAR END MARKET PRICE PER SHARE
1993 $38
1994 $42
1995 $50
1996 $63.5
1997 $85
Capital
At December 31, 1997, Salisbury Bank and Trust Company had $20,483,000
in shareholders equity compared with $18,789,000 at December 31, 1996 and
$17,605,000 at December 31, 1995. From a regulatory standpoint, Salisbury Bank
and Trust Company has capital ratios which place it in the "well-capitalized"
category, which is the strongest capital category for an institution.
The various capital ratios of the Bank for December 31, 1997, 1996 and
1995 were:
<TABLE>
<CAPTION>
Required
Minimum
Level Actual Actual Actual
to be December 31, December 31, December 31,
"well-capitalized" 1997 1996 1995
- - ----------------------- -------------------- --------------------- ----------------------------- ---------------------
<S> <C> <C> <C> <C>
Total Risk-Based 10.00% 21.26% 19.75% 18.50%
Tier 1 Risk-Based 6.00% 20.04% 18.52% 17.36%
Leverage 5.00% 11.08% 10.92% 10.62%
</TABLE>
The Bank's abundance of equity capital and the absence of non-recurring
benefits to income during 1997, resulted in a slightly lower return on equity
during 1997 than 1996. The return on average equity for 1997 was 11.10% as
compared with 11.59% for 1996 and 9.16% for 1995.
-63-
<PAGE>
While maintaining adequate capital is essential to bank safety and
soundness, during the period from 1992 through 1997, Salisbury Bank and Trust
Company built its equity capital from levels representing 8.39% of average
assets to 11.10% of average assets. The Bank's commitment to maintaining prudent
levels of capital helped enable the Bank to withstand the economic problems
which hurt many banks in the Northeast. However, the effective management of
capital requires generating attractive returns on equity to build value for
shareholders while maintaining appropriate levels of capital to fund growth,
meet regulatory requirements and be consistent with prudent industry practices.
Because the continuous growth of capital ratios in excess of current levels
would not be warranted for safety or regulatory purposes and because higher
capital ratios are not consistent with generating attractive returns on equity
for shareholders, the Bank curtailed its Employee Stock Purchase Plan effective
December 31, 1997 and its Dividend Reinvestment Plan effective January 28, 1998.
While each of these plans was popular with participants, the effect of these
plans on Bank capital levels at the present time would not be consistent with
building shareholder value and generating attractive returns on equity.
In light of the strong capital position of the Bank, management is able
to evaluate opportunities to prudently leverage the Bank's capital through
growth opportunities within the communities served by the Bank and in proximate
locations. However, the potential value of growth opportunities through
acquisition or expansion will be evaluated in light of the Bank's Mission
Statement to assure the continuing quality of service to the Bank's customers
and communities and the ability to build value for the shareholders.
RECENT ACCOUNTING PRONOUNCEMENT
In June, 1996, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for
Transfer and Servicing of Financial Assets and Extinguishment of Liabilities."
This Standard is based on a financial-component approach under which an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred as a result of a transfer of financial assets, and recognizes
financial assets when control has been surrendered, and derecognizes liabilities
when extinguished. This standard is effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring after December 31,
1996 (except for certain provisions deferred for one year by SFAS No. 127,
"Deferral of the Effective Date of Certain Provisions of SFAS No. 125"), and
must be applied prospectively. This statement does not have a material effect on
the Bank's financial statements.
DISCLOSURES RELATING TO "YEAR 2000"
Addressing issues relating to the "Year 2000" is a challenge faced by
all banks and every organization which utilizes technology and computers,
because historically the majority of computer operating systems and programs
have utilized a two digit field for referencing each year. For example, the year
"1998" would be referenced "98". The "Year 2000" creates potential data
processing challenges such as those relating to calculations based upon data
utilizing a two digit field for referencing a year. As a result, all banks are
required by the federal bank supervisory agencies to formulate plans to address
these issues and ensure that their vendors, servicers and customers are
adequately addressing such issues in advance of the Millennium. Additionally,
banks
-64-
<PAGE>
must take adequate steps to ensure that critical operations will continue should
outside servicers be unable to adequately address the "Year 2000" problems. The
Bank is actively involved in addressing the "Year 2000" issues with its outside
vendors of hardware, software and data processing functions, as well as within
its internal systems. The Bank is also working collaboratively with other
institutions and customers to assure the smooth implementation of the "Year
2000" issues.
Expenditures related to "Year 2000" issues have not had, and are not
expected to have, a material impact on the Bank's earnings or operations. The
Bank anticipates that during the next two years, such expenditures are not
likely to exceed an aggregate of $30,000. The adequacy of planning and
preparation by banks for "Year 2000" issues is being examined by the federal
bank supervisory agencies in connection with their examination of all banks.
Management is pleased with the Bank's progress in addressing and preparing for
"Year 2000" issues.
FORWARD LOOKING STATEMENTS
Certain statements contained in this Proxy Statement/Prospectus,
including those contained in Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere, are forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and are thus prospective. Such forward looking statements are subject to
risks, uncertainties and other factors which could cause actual results to
differ materially from future results expressed or implied by such statements.
Such factors include, but are not limited to changes in interest rates,
regulation, competition and the local and regional economy.
-65-
<PAGE>
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
THE BANK AND SUBSIDIARY
Report of Independent Auditors' January 13, 1998. . . . . . . . . . . .. . . F-1
Consolidated Balance Sheets at December 31, 1997
and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-2
Consolidated Statements of Income for the Years Ended
December 31, 1997, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . .F-3
Consolidated Statements of Changes in Stockholders' Equity for the
Years Ended December 31, 1997, 1996, and 1995 . . . . . . . . . . . . .. . . F-4
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1997, 1996 and 1995 . . . . . . . . . . . . . . . . . . .F-5
Notes to Consolidated Financial Statements for the
Years Ended December 31, 1997, 1996 and 1995 . . . . . . . . . . . . . F-7-F-21
-66-
<PAGE>
SHATSWELL, MACLEOD & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
83 PINE STREET
WEST PEABODY, MASSACHUSETTS 01960-3635
TELEPHONE (978) 535-0206
FACSIMILE (978) 535-9908
To the Board of Directors
Salisbury Bank & Trust Company
Lakeville, Connecticut
INDEPENDENT AUDITORS' REPORT
----------------------------
We have audited the accompanying consolidated balance sheets of Salisbury Bank &
Trust Company and Subsidiary as of December 31, 1997 and 1996 and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1997.
These consolidated financial statements are the responsibility of the Bank's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Salisbury Bank & Trust Company and Subsidiary as of December 31, 1997 and 1996,
and the consolidated results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 1997, in conformity
with generally accepted accounting principles.
/s/ SHATSWELL, MacLEOD & COMPANY, P.C.
----------------------------------------
SHATSWELL, MacLEOD & COMPANY, P.C.
West Peabody, Massachusetts
January 13, 1998
F-1
<PAGE>
SALISBURY BANK & TRUST COMPANY AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
<TABLE>
<CAPTION>
ASSETS 1997 1996
- - ------ ------------ ------------
<S> <C> <C>
Cash and due from banks $ 7,180,643 $ 4,734,471
Interest bearing demand deposits with other banks 166,947 75,871
Federal funds sold 4,325,000 10,175,000
------------ ------------
Cash and cash equivalents 11,672,590 14,985,342
Investments in available-for-sale securities (at fair value) 47,511,291 33,029,765
Investments in held-to-maturity securities (fair values of $1,790,362 as of
December 31, 1997 and $5,425,231 as of December 31, 1996) 1,771,723 5,380,709
Federal Home Loan Bank stock, at cost 833,300 771,000
Loans, net 116,691,065 116,148,537
Other real estate owned 205,000 406,000
Premises and equipment 2,707,458 2,582,667
Accrued interest receivable 1,299,186 1,102,170
Other assets 741,207 956,988
------------ ------------
Total assets $183,432,820 $175,363,178
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
Demand deposits $ 26,497,015 $ 21,203,751
Savings and NOW deposits 67,445,595 66,911,820
Time deposits 62,230,844 62,033,094
------------ ------------
Total deposits 156,173,454 150,148,665
Federal Home Loan Bank advances 5,496,975 4,526,858
Due to broker 1,000,000
Other liabilities 1,279,281 898,509
------------ ------------
Total liabilities 162,949,710 156,574,032
------------ ------------
Stockholders' equity:
Common stock, par value $3.33 per share; authorized 500,000 shares; issued
263,956 shares in 1997 and 263,967 shares in 1996;
outstanding, 261,398 shares in 1997 and 259,250 shares in 1996 878,973 879,011
Paid-in capital 4,701,450 4,683,401
Retained earnings 14,772,805 13,398,222
Treasury stock (2,558 shares in 1997 and 4,717 shares in 1996, at cost) (166,707) (254,831)
Net unrealized holding gain on available-for-sale securities 296,589 83,343
------------ ------------
Total stockholders' equity 20,483,110 18,789,146
------------ ------------
Total liabilities and stockholders' equity $183,432,820 $175,363,178
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-2
<PAGE>
SALISBURY BANK & TRUST COMPANY AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
---------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Interest and dividend income:
Interest and fees on loans $ 9,459,235 $ 9,347,382 $ 8,417,920
Interest and dividends on securities:
Taxable 2,413,960 2,012,107 1,994,594
Tax-exempt 288,599 174,822 186,750
Dividends on equity securities 55,225 51,179 58,889
Other interest 407,263 488,825 308,706
----------- ----------- -----------
Total interest and dividend income 12,624,282 12,074,315 10,966,859
----------- ----------- -----------
Interest expense:
Interest on deposits 5,364,746 5,336,829 5,241,819
Interest on Federal Home Loan Bank advances 341,811 180,964 46,930
Interest on other borrowed funds 729
----------- ----------- -----------
Total interest expense 5,706,557 5,517,793 5,289,478
----------- ----------- -----------
Net interest and dividend income 6,917,725 6,556,522 5,677,381
----------- ----------- -----------
Provision for loan losses 50,000 275,000 250,000
----------- ----------- -----------
Net interest and dividend income after provision for
loan losses 6,867,725 6,281,522 5,427,381
Other income:
Trust department income 934,163 751,951 692,709
Service charges on deposit accounts 251,733 277,714 250,289
Securities gains, net 4,372 11,676 192,496
Other income 300,544 390,924 199,993
----------- ----------- -----------
Total other income 1,490,812 1,432,265 1,335,487
----------- ----------- -----------
Other expense:
Salaries and employee benefits 2,399,275 2,375,438 2,242,279
Occupancy expense 206,432 227,483 163,118
Equipment expense 367,160 268,386 188,187
Data processing 257,301 307,933 284,280
Insurance 87,289 72,242 223,080
Net cost (profit) of operation of other real estate owned 12,231 104,196 (21,135)
Printing and stationery 137,698 170,824 121,862
Legal expense 141,303 75,954 92,131
Other expense 1,157,467 944,815 919,565
----------- ----------- -----------
Total other expense 4,766,156 4,547,271 4,213,367
----------- ----------- -----------
Income before income taxes 3,592,381 3,166,516 2,549,501
Income taxes 1,402,000 1,052,152 989,500
----------- ----------- -----------
Net income $ 2,190,381 $ 2,114,364 $ 1,560,001
=========== =========== ===========
Earnings per common share $ 8.45 $ 8.13 $ 5.89
=========== =========== ===========
Earnings per common share,
assuming dilution $ 8.38 $ 8.08 $ 5.86
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
<PAGE>
SALISBURY BANK & TRUST COMPANY AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
<TABLE>
<CAPTION>
NET
UNREALIZED
HOLDING
GAIN
(LOSS) ON
AVAILABLE-
COMMON PAID-IN RETAINED TREASURY FOR-SALE
STOCK CAPITAL EARNINGS STOCK SECURITIES TOTAL
-------- ---------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1994 $901,020 $4,991,942 $10,942,883 $(195,888) $(461,741) $16,178,216
Net income 1,560,001 1,560,001
Repurchase of common stock (247,926) (247,926)
Resale of treasury stock 432 432
Retirement of treasury stock (24,442) (335,533) 359,975
Dividends reinvested (1,457
shares from treasury) 2,457 37,449 70,066 109,972
Employee stock options exercised
(269 shares from treasury) (2,998) 13,341 10,343
Dividends declared ($1.95 per share) (515,473) (515,473)
Net change in unrealized holding
loss on available-for-sale securities 509,123 509,123
-------- ---------- ----------- --------- --------- -----------
Balance, December 31, 1995 879,035 4,690,860 11,987,411 47,382 17,604,688
Net income 2,114,364 2,114,364
Repurchase of common stock (459,502) (459,502)
Retirement of fractional shares (33) (492) (525)
Dividends reinvested (2,760 shares
from treasury) 9 6,125 145,791 151,925
Employee stock options exercised (1,116
shares from treasury) (13,092) 58,880 45,788
Dividends declared ($2.72 per share) (703,553) (703,553)
Net change in unrealized holding gain
on available-for-sale securities 35,961 35,961
-------- ---------- ----------- --------- --------- -----------
Balance, December 31, 1996 879,011 4,683,401 13,398,222 (254,831) 83,343 18,789,146
Net income 2,190,381 2,190,381
Repurchase of common stock (184,668) (184,668)
Resale of Treasury Stock (419) 27,194 26,775
Retirement of fractional shares (41) (806) (847)
Dividends reinvested (2,256 shares
from treasury) 3 38,703 122,580 161,286
Employee stock options exercised (2,289
shares from treasury) (19,429) 123,018 103,589
Dividends declared ($3.14 per share) (815,798) (815,798)
Net change in unrealized holding gain
on available-for-sale securities 213,246 213,246
-------- ---------- ----------- --------- --------- -----------
Balance, December 31, 1997 $878,973 $4,701,450 $14,772,805 $(166,707) $ 296,589 $20,483,110
======== ========== =========== ========= ========= ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
<PAGE>
SALISBURY BANK & TRUST COMPANY AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 2,190,381 $ 2,114,364 $ 1,560,001
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 50,000 275,000 250,000
Depreciation and amortization 263,999 171,260 110,929
Amortization, net of accretion of securities 41,912 63,696 110,055
Deferred tax expense 28,042 130,110 79,907
Securities (gains) losses, net (4,372) (11,676) (192,496)
Increase in interest receivable (197,016) (17,447) (135,558)
Increase in interest payable 37,430 9,544 63,697
(Increase) decrease in cash surrender value of insurance
policies 34,602 (102,175) (29,902)
Decrease in prepaid expenses 15,491 8,496 495
Increase (decrease) in accrued expenses 45,235 100,637 (33,651)
(Increase) decrease in other assets (2,362) 7,213 (28,036)
Increase in other liabilities 2,683 1,664 3,318
Provision for losses on other real estate owned 97,563 48,000
Writedown of other real estate owned 77,944
Donation of other real estate owned 161,937
Payments received on other real estate owned 8,000 12,000
Change in unearned income (22,372) 20,253 (645)
(Gain) loss on sales of other real estate owned, net 2,000 (23,757) (108,287)
Increase (decrease) taxes payable 218,257 (389,316) (49,552)
------------- ------------- -------------
Net cash provided by operating activities 2,703,910 2,463,429 1,900,156
------------- ------------- -------------
Cash flows from investing activities:
Purchase of Federal Home Loan Bank stock (62,300) (70,200) (78,700)
Purchases of available-for-sale securities (39,948,273) (26,253,355) (12,319,614)
Proceeds from sales of available-for-sale securities 13,911,038 4,778,391 5,144,694
Proceeds from maturities of available-for-sale securities 10,886,961 19,089,290 10,710,101
Purchases of held-to-maturity securities (2,383,882)
Proceeds from sales of held-to-maturity securities 503,125
Proceeds from maturities of held-to-maturity securities 3,599,606 1,365,108 2,279,576
Net increase in loans (605,276) (4,442,791) (7,077,910)
Other real estate owned expenses capitalized (2,000) (97,778)
Proceeds from sales of other real estate owned 195,800 206,656 174,065
Capital expenditures (353,888) (381,404) (818,962)
Recoveries of loans previously charged-off 38,320 53,180 29,288
------------ ------------ ------------
Net cash used in investing activities (12,338,012) (5,657,125) (3,935,997)
------------ ------------ ------------
</TABLE>
F-5
<PAGE>
SALISBURY BANK & TRUST COMPANY AND SUBSIDIARY
---------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(continued)
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from financing activities:
Net increase (decrease) in demand deposits, NOW and
savings accounts 5,827,039 7,346,168 4,211,345
Net increase (decrease) in time deposits 197,750 (5,837,848) 7,571,193
Advances from Federal Home Loan Bank 4,250,000 4,750,000 18,285,000
Principal payments on advances from Federal Home Loan Bank (3,279,883) (223,142) (19,885,000)
Net increase (decrease) in other borrowed funds (1,400,000)
Dividends paid (779,691) (556,044) (509,907)
Issuance of common stock 264,875 197,713 120,315
Net increase in treasury stock (157,893) (459,502) (247,494)
Retirement of fractional shares (847) (525)
----------- ----------- -----------
Net cash provided by financing activities 6,321,350 5,216,820 8,145,452
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (3,312,752) 2,023,124 6,109,611
Cash and cash equivalents at beginning of year 14,985,342 12,962,218 6,852,607
----------- ----------- -----------
Cash and cash equivalents at end of year $11,672,590 $14,985,342 $12,962,218
=========== =========== ===========
Supplemental disclosures:
Interest paid $5,669,127 $5,508,249 $5,225,781
Income taxes paid 1,155,701 1,601,206 959,145
Transfer of loans to other real estate owned 170,000 777,119 222,944
Loans originated from sales of other real estate owned 173,200 688,000 382,000
Other real estate owned transferred to loans 60,000
Retirement of treasury stock 359,975
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
<PAGE>
SALISBURY BANK & TRUST COMPANY AND SUBSIDIARY
---------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
NOTE 1 - NATURE OF OPERATIONS
- - -----------------------------
Salisbury Bank & Trust Company (Bank) is a state chartered bank which was
incorporated in 1874 and is headquartered in Lakeville, Connecticut. The Bank
operates its business from three banking offices located in Connecticut. The
Bank is engaged principally in the business of attracting deposits from the
general public and investing those deposits in residential, real estate,
consumer and small business loans.
NOTE 2 - ACCOUNTING POLICIES
- - ----------------------------
The accounting and reporting policies of the Bank and its Subsidiary conform to
generally accepted accounting principles and predominant practices within the
banking industry. The consolidated financial statements of the Bank were
prepared using the accrual basis of accounting. The significant accounting
policies of the Bank are summarized below to assist the reader in better
understanding the consolidated financial statements and other data contained
herein.
PERVASIVENESS OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from the estimates.
BASIS OF PRESENTATION:
The consolidated financial statements include the accounts of the Bank
and its wholly-owned subsidiary, S.B.T. Realty, Inc. All significant
intercompany accounts and transactions have been eliminated in the
consolidation.
CASH AND CASH EQUIVALENTS:
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, cash items, due from banks, interest bearing demand
deposits with other banks and federal funds sold.
SECURITIES:
Investments in debt securities are adjusted for amortization of
premiums and accretion of discounts. Gains or losses on sales of
investment securities are computed on a specific identification basis.
The Bank classifies debt and equity securities into one of three
categories: held-to-maturity, available-for-sale or trading. This
security classification may be modified after acquisition only under
certain specified conditions. In general, securities may be classified
as held-to-maturity only if the Bank has the positive intent and
ability to hold them to maturity. Trading securities are defined as
those bought and held principally for the purpose of selling them in
the near term. All other securities must be classified as
available-for-sale.
F-7
<PAGE>
-- Held-to-maturity securities are measured at amortized cost
in the balance sheet. Unrealized holding gains and losses
are not included in earnings or in a separate component of
capital. They are merely disclosed in the notes to the
consolidated financial statements.
-- Available-for-sale securities are carried at fair value on
the balance sheet. Unrealized holding gains and losses are
not included in earnings but are reported as a net amount
(less expected tax) in a separate component of capital until
realized.
-- Trading securities are carried at fair value on the balance
sheet. Unrealized holding gains and losses for trading
securities are included in earnings.
LOANS:
Loans receivable that management has the intent and ability to hold for the
foreseeable future, or until maturity or payoff, are reported at their
outstanding principal balances reduced by any charge-offs, the allowance for
loan losses and any deferred fees or costs on originated loans or unamortized
premiums or discounts on purchased loans.
Interest on loans is recognized on a simple interest basis.
Loan origination, commitment fees and certain direct origination costs are
deferred, and the net amount amortized as an adjustment of the related loan's
yield. The Bank is amortizing these amounts over the contractual life of the
related loans.
Cash receipts of interest income on impaired loans is credited to principal to
the extent necessary to eliminate doubt as to the collectibility of the net
carrying amount of the loan. Some or all of the cash receipts of interest income
on impaired loans is recognized as interest income if the remaining net carrying
amount of the loan is deemed to be fully collectible. When recognition of
interest income on an impaired loan on a cash basis is appropriate, the amount
of income that is recognized is limited to that which would have been accrued on
the net carrying amount of the loan at the contractual interest rate. Any cash
interest payments received in excess of the limit and not applied to reduce the
net carrying amount of the loan are recorded as recoveries of charge-offs until
the charge-offs are fully recovered.
ALLOWANCE FOR POSSIBLE LOAN LOSSES:
An allowance is available for losses which may be incurred in the future on
loans in the current portfolio. The allowance is increased by provisions charged
to current operations and is decreased by loan losses, net of recoveries. The
provision for loan losses is based on management's evaluation of current and
anticipated economic conditions, changes in the character and size of the loan
portfolio, and other indicators. The balance in the allowance for possible loan
losses is considered adequate by management to absorb any reasonably foreseeable
loan losses.
The Bank considers a loan to be impaired when, based on current information and
events, it is probable that a creditor will be unable to collect all amounts due
according to the contractual terms of the loan agreement. The Bank measures
impaired loans on a loan by loan basis by either the present value of expected
future cash flows discounted at the loan's effective interest rate, the loan's
observable market price, or the fair value of the collateral if the loan is
collateral dependent.
The Bank considers for impairment all loans, except large groups of smaller
balance homogeneous loans that are collectively evaluated for impairment, loans
that are measured at fair value or at the lower of cost or fair value, leases,
and convertible or nonconvertible debentures and bonds and other debt
securities. The Bank considers its residential real estate loans and consumer
loans that are not individually significant to be large groups of smaller
balance homogeneous loans.
F-8
<PAGE>
Factors considered by management in determining impairment include payment
status, net worth and collateral value. An insignificant payment delay or an
insignificant shortfall in payment does not in itself result in the review of a
loan for impairment. The Bank reviews its loans for impairment on a loan-by-loan
basis. The Bank does not apply impairment to aggregations of loans that have
risk characteristics in common with other impaired loans. Interest on a loan is
not generally accrued when the loan becomes ninety or more days overdue. The
Bank may place a loan on nonaccrual status but not classify it as impaired, if
(i) it is probable that the Bank will collect all amounts due in accordance with
the contractual terms of the loan or (ii) the loan is an individually
insignificant residential mortgage loan or consumer loan. Impaired loans are
charged-off when management believes that the collectibility of the loan's
principal is remote. Substantially all of the Bank's loans that have been
identified as impaired have been measured by the fair value of existing
collateral.
PREMISES AND EQUIPMENT:
Premises and equipment are stated at cost, less accumulated depreciation and
amortization. Cost and related allowances for depreciation and amortization of
premises and equipment retired or otherwise disposed of are removed from the
respective accounts with any gain or loss included in income or expense.
Depreciation and amortization are calculated principally on the straight-line
method over the estimated useful lives of the assets.
OTHER REAL ESTATE OWNED AND IN-SUBSTANCE FORECLOSURES:
Other real estate owned includes properties acquired through foreclosure and
properties classified as in-substance foreclosures in accordance with Financial
Accounting Standards Board Statement No. 15, "Accounting by Debtors and
Creditors for Troubled Debt Restructuring." These properties are carried at the
lower of cost or estimated fair value less estimated costs to sell. Any
writedown from cost to estimated fair value required at the time of foreclosure
or classification as in-substance foreclosure is charged to the allowance for
possible loan losses. Expenses incurred in connection with maintaining these
assets and subsequent writedowns are included in other expense.
In accordance with Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan," the Bank classifies loans as
in-substance repossessed or foreclosed if the Bank receives physical possession
of the debtor's assets regardless of whether formal foreclosure proceedings take
place.
INCOME TAXES:
The Bank recognizes income taxes under the asset and liability method. Under
this method, deferred tax assets and liabilities are established for the
temporary differences between the accounting basis and the tax basis of the
Bank's assets and liabilities at enacted tax rates expected to be in effect when
the amounts related to such temporary differences are realized or settled.
FAIR VALUES OF FINANCIAL INSTRUMENTS:
Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments," requires that the Bank disclose estimated fair
value for its financial instruments. Fair value methods and assumptions used by
the Bank in estimating its fair value disclosures are as follows:
Cash and cash equivalents: The carrying amounts reported in the balance sheet
for cash and federal funds sold approximate those assets' fair values.
Securities (including mortgage-backed securities): Fair values for securities
are based on quoted market prices, where available. If quoted market prices are
not available, fair values are based on quoted market prices of comparable
instruments.
F-9
<PAGE>
Loans receivable: For variable-rate loans that reprice frequently and with no
significant change in credit risk, fair values are based on carrying values. The
fair values for other loans are estimated using discounted cash flow analyses,
using interest rates currently being offered for loans with similar terms to
borrowers of similar credit quality. The carrying amount of accrued interest
approximates its fair value.
Deposit liabilities: The fair values disclosed for demand deposits (e.g.,
interest and non-interest checking, passbook savings and money market accounts)
are, by definition, equal to the amount payable on demand at the reporting date
(i.e., their carrying amounts). Fair values for fixed-rate certificates of
deposit are estimated using a discounted cash flow calculation that applies
interest rates currently being offered on certificates to a schedule of
aggregated expected monthly maturities on time deposits.
Off-balance sheet instruments: The fair value of commitments to originate loans
is estimated using the fees currently charged to enter similar agreements,
taking into account the remaining terms of the agreements and the present
creditworthiness of the counterparties. For fixed-rate loan commitments and the
unadvanced portion of loans, fair value also considers the difference between
current levels of interest rates and the committed rates. The fair value of
letters of credit is based on fees currently charged for similar agreements or
on the estimated cost to terminate them or otherwise settle the obligation with
the counterparties at the reporting date.
STOCK BASED COMPENSATION:
Prior to 1996, the Bank recognized stock-based compensation using the intrinsic
value approach set forth in APB Opinion No. 25. As of January 1, 1996, the Bank
had the option, under SFAS No. 123, of changing its accounting method for
stock-based compensation from the APB No. 25 method to the fair value method
introduced in SFAS No. 123. The Bank elected to continue using the APB No. 25
method. Entities electing to continue to follow the provisions of APB No. 25
must make pro forma disclosure of net income and earnings per share, as if the
fair value method of accounting defined in SFAS No. 123 had been applied. The
Bank has made the pro forma disclosures required by SFAS No. 123.
EARNINGS PER SHARE:
Statement of Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings
per Share" is effective for periods ending after December 15, 1997. SFAS No. 128
simplifies the standards of computing earnings per share (EPS) previously found
in APB Opinion No. 15. It replaces the presentation of primary EPS with a
presentation of basic EPS. It also requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation.
Basic EPS excludes dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Diluted EPS is computed similarly to fully
diluted EPS pursuant to APB Opinion No. 15.
The Bank has computed and/presented EPS for the year ended December 31, 1997 in
accordance with SFAS No. 128. Basic EPS as so computed does not differ
materially from primary EPS that would have resulted if APB Opinion No. 15 had
been applied. In accordance with SFAS No. 128 all prior-period EPS data
presented has been restated. Basic EPS so restated does not differ from primary
EPS previously presented under APB Opinion No. 15.
Fully diluted EPS is presented for 1997 but would not have been required if the
APB criteria had still been in effect. Fully diluted EPS for 1996 and 1995 is
presented but was not required in previous years' financial statements under the
APB No. 15 criteria then in effect.
F-10
<PAGE>
NOTE 3 - SECURITIES
- - -------------------
Debt and equity securities have been classified in the consolidated balance
sheets according to management's intent. The carrying amount of securities and
their approximate fair values are as follows as of December 31:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST HOLDING HOLDING FAIR
BASIS GAINS LOSSES VALUE
----------- -------- ------- -----------
<S> <C> <C> <C> <C>
Available-for-sale securities:
December 31, 1997:
Equity securities $ 12,330 $111,017 $ $ 123,347
Debt securities issued by the U.S. Treasury and other
U.S. government corporations and agencies 33,001,914 173,748 700 33,174,962
Debt securities issued by states of the United States
and political subdivisions of the states 6,806,263 176,857 6,983,120
Corporate debt securities 36,596 12 36,608
Mortgage-backed securities 7,152,090 49,073 7,909 7,193,254
----------- -------- ------- -----------
$47,009,193 $510,707 $ 8,609 $47,511,291
=========== ======== ======= ===========
December 31, 1996:
Equity securities $ 12,331 $ 96,891 $ $ 109,222
Debt securities issued by the U.S. Treasury and other
U.S. government corporations and agencies 20,732,348 70,372 13,007 20,789,713
Debt securities issued by states of the United States
and political subdivisions of the states 2,210,993 28,836 15,054 2,224,775
Corporate debt securities 1,021,234 281 2,048 1,019,467
Mortgage-backed securities 8,910,173 22,877 46,462 8,886,588
----------- -------- ------- -----------
$32,887,079 $219,257 $76,571 $33,029,765
=========== ======== ======= ===========
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST HOLDING HOLDING FAIR
BASIS GAINS LOSSES VALUE
----------- -------- ------- -----------
<S> <C> <C> <C> <C>
Held-to-maturity securities:
December 31, 1997:
Debt securities issued by states of the United States and
political subdivisions of the states $ 857,058 $ 8,038 $ $ 865,096
Mortgage-backed securities 914,665 10,601 925,266
----------- -------- ------- -----------
$ 1,771,723 $ 18,639 $ $ 1,790,362
=========== ======== ======= ===========
December 31, 1996:
Debt securities issued by the U.S. Treasury and other
U.S. government corporations and agencies $ 2,499,657 $ 6,733 $ 3,330 $ 2,503,060
Debt securities issued by states of the United States
and political subdivisions of the states 1,676,360 28,140 1,704,500
Mortgage-backed securities 1,204,692 12,979 1,217,671
----------- -------- ------- -----------
$ 5,380,709 $ 47,852 $ 3,330 $ 5,425,231
=========== ======== ======= ===========
</TABLE>
F-11
<PAGE>
The scheduled maturities of held-to-maturity securities and available-for-sale
securities (other than equity securities) were as follows as of December 31,
1997:
<TABLE>
<CAPTION>
HELD-TO-MATURITY AVAILABLE-FOR-SALE
SECURITIES: SECURITIES:
---------------------------- -----------------------------
AMORTIZED AMORTIZED
COST FAIR COST FAIR
BASIS VALUE BASIS VALUE
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Debt securities other than mortgage-backed
securities:
Due within one year $ 817,058 $ 824,968 $ 1,005,906 $ 1,011,600
Due after one year through five years 40,000 40,128 25,032,603 25,161,671
Due after five years through ten years 7,970,167 8,039,542
Due after ten years 5,836,096 5,981,877
Mortgage-backed securities 914,665 925,266 7,152,091 7,193,254
---------- ---------- ----------- -----------
$1,771,723 $1,790,362 $46,996,863 $47,387,944
========== ========== =========== ===========
</TABLE>
During 1997, proceeds from sales of available-for-sale securities amounted to
$13,911,038. Gross realized gains and gross realized losses on those sales
amounted to $23,140 and $18,768, respectively. During 1996, proceeds from sales
of available-for-sale securities amounted to $4,778,391. Gross realized gains
and gross realized losses on those sales amounted to $17,953 and $6,277,
respectively. During 1995, proceeds from sales of available-for-sale securities
amounted to $5,144,694. Gross realized gains and gross realized losses on those
sales amounted to $255,065 and $69,444, respectively.
During 1995, the amortized cost of a held-to-maturity security that was sold
amounted to $500,000, and the related realized gain amounted to $3,125. The
security was sold as a result of concern over the security's investment grade.
There were no issuers of securities whose aggregate carrying amount exceeded 10%
of stockholder's equity as of December 31, 1997.
A total par value of $2,045,000 and $2,040,000 of debt securities was pledged to
secure public deposits and for other purposes as required by law as of December
31, 1997 and 1996, respectively.
NOTE 4 - LOANS
- - --------------
Loans consisted of the following as of December 31:
1997 1996
-------- --------
(IN THOUSANDS)
Commercial, financial and agricultural $ 11,575 $ 12,047
Real estate - construction and land development 4,203 4,839
Real estate - residential 77,336 75,756
Real estate - commercial 13,355 13,607
Consumer 10,805 10,433
Other 655 743
-------- --------
117,929 117,425
Allowance for possible loan losses (1,226) (1,242)
Unearned income (12) (34)
-------- --------
Net loans $116,691 $116,149
======== ========
F-12
<PAGE>
Loans restructured in a troubled debt restructuring before January 1, 1995, the
effective date of SFAS No. 114, that are not impaired based on the terms
specified by the restructuring agreement are as follows as of December 31:
<TABLE>
<CAPTION>
1997 1996
----------- ---------
<S> <C> <C>
Aggregate recorded investment $763,858 $1,000,787
Gross interest income that would have been recorded in the year if
the loans had been current in accordance with their original
terms and had been outstanding throughout the year or since
origination 63,644 87,757
Interest income on the loans included in net income for the year 57,023 5,492
</TABLE>
The Bank has no commitments to lend additional funds to the debtors in the above
restructured loans.
Loans whose terms were modified are not included above, if, subsequent to
restructuring, their effective interest rates were equal to or greater than the
rate that the Bank was willing to accept for a new loan with comparable risk.
Certain directors and executive officers of the Bank and companies in which they
have significant ownership interest were customers of the Bank during 1997.
Total loans to such persons and their companies amounted to $4,583,551 as of
December 31, 1997. During 1997 advances of $962,716 were made and repayments
totaled $1,064,129.
Changes in the allowance for possible loan losses were as follows for the years
ended December 31:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Balance at beginning of period $1,241,807 $1,159,552 $1,308,542
Provision for loan losses 50,000 275,000 250,000
Recoveries of loans previously charged off 38,320 53,180 29,288
Loans charged off (104,308) (245,925) (428,278)
---------- ---------- ----------
Balance at end of period $1,225,819 $1,241,807 $1,159,552
========== ========== ==========
</TABLE>
Information about loans that meet the definition of an impaired loan in
Statement of Financial Accounting Standards No. 114 is as follows as of December
31:
<TABLE>
<CAPTION>
1997 1996
------------------------ ------------------------
RECORDED RELATED RECORDED RELATED
INVESTMENT ALLOWANCE INVESTMENT ALLOWANCE
IN IMPAIRED FOR CREDIT IN IMPAIRED FOR CREDIT
LOANS LOSSES LOANS LOSSES
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Loans for which there is a related allowance for credit losses $1,740,835 $276,026 $1,580,936 $118,516
Loans for which there is no related allowance for credit losses 0 0 0 0
---------- -------- ---------- --------
Totals $1,740,835 $276,026 $1,580,936 $118,516
========== ======== ========== ========
Average recorded investment in impaired loans during the
year ended December 31 $1,526,563 $1,411,842
========== ==========
Related amount of interest income recognized during the time,
in the year ended December 31, that the loans were impaired
Total recognized $ 87,961 $ 204,787
========== ===========
Amount recognized using a cash-basis method of
accounting $ 0 $ 155,099
========== ===========
</TABLE>
F-13
<PAGE>
NOTE 5 - ALLOWANCE FOR OTHER REAL ESTATE OWNED
- - ----------------------------------------------
Changes in the allowance for other real estate owned were as follows for the
years ended December 31:
1996 1995
--------- ---------
Balance at beginning of period $ 24,000 $ 163,451
Provision charged to operating expenses 97,563 48,000
Charge-offs (121,563) (187,451)
--------- ---------
Balance at end of period $ 0 $ 24,000
========= =========
There was no activity in the allowance for other real estate owned during 1997.
NOTE 6 - PREMISES AND EQUIPMENT
- - -------------------------------
The following is a summary of premises and equipment as of December 31:
1997 1996
----------- -----------
Land $ 433,194 $ 433,194
Buildings 1,988,729 1,937,651
Furniture and equipment 1,802,480 1,515,492
----------- -----------
4,224,403 3,886,337
Accumulated depreciation and amortization (1,516,945) (1,303,670)
----------- -----------
$ 2,707,458 $ 2,582,667
=========== ===========
NOTE 7 - DEPOSITS
- - -----------------
The aggregate amount of time deposit accounts (including CDs), each with a
minimum denomination of $100,000, was approximately $14,324,229 and $11,138,971
as of December 31, 1997 and 1996, respectively.
For time deposits as of December 31, 1997, the aggregate amount of maturities
for years ended December 31, and thereafter are:
1998 $46,405,484
1999 11,002,778
2000 2,141,068
2001 1,459,647
2002 and thereafter 1,221,867
-----------
$62,230,844
===========
NOTE 8 - ADVANCES FROM FEDERAL HOME LOAN BANK OF BOSTON
- - -------------------------------------------------------
Advances consist of funds borrowed from the Federal Home Loan Bank of Boston
(FHLB). The components of these borrowings (all amortizing) are as follows as of
December 31, 1997:
MATURITY DATE RATE PRINCIPAL
------------- ---- ----------
May 13, 1999 6.10% $ 392,242
May 14, 2001 6.36 549,585
March 11, 2002 6.32 1,326,720
May 13, 2003 6.58 617,122
March 11, 2004 6.45 1,384,934
September 27, 2004 6.39 1,226,372
----------
$5,496,975
==========
F-14
<PAGE>
A summary of the maturities for the years ended December 31, is as follows:
1998 $1,102,642
1999 1,036,466
2000 961,303
2001 936,500
2002 669,303
Thereafter 790,761
----------
$5,496,975
==========
Advances are secured by the Bank's stock in that institution, its residential
real estate mortgage portfolio and the remaining U.S. government and agencies
obligations not otherwise pledged.
NOTE 9 - EMPLOYEE BENEFITS
- - --------------------------
The Bank has an insured noncontributory defined benefit retirement plan
available to all employees eligible as to age and length of service. Benefits
are based on a covered employee's final average compensation, primary social
security benefit and credited service. The Bank makes annual contributions which
meet the Employee Retirement Income Security Act minimum funding requirements.
The following table sets forth the plan's funded status and amounts recognized
in the Bank's consolidated balance sheet as of December 31:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation (including vested benefits of $1,470,381
in 1997 and $1,395,337 in 1996) $ 1,471,489 $ 1,414,333
=========== ===========
Projected benefit obligation for service rendered to date $(2,036,649) $(1,967,430)
Plan assets at fair value, primarily invested in listed stocks and U.S. bonds 2,283,646 2,059,355
----------- -----------
Plan assets greater than projected benefit obligation 246,997 91,925
Unrecognized gain from past experience different from that assumed and
effects of changes in assumptions (346,315) (175,782)
Unrecognized net asset as of December 31, 1987 73,826 81,557
Unrecognized prior service cost 9,835 10,726
----------- -----------
(Accrued) prepaid pension cost included in other (liabilities) assets $ (15,657) $ 8,426
=========== ===========
</TABLE>
Net periodic pension cost included the following components for the years ended
December 31:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Service cost--benefits earned during the period $ 90,327 $ 95,645 $ 94,516
Interest cost on projected benefit obligation 149,021 143,170 134,846
Actual return on plan assets (282,093) (239,745) (128,775)
Net amortization and deferral 128,048 101,612 8,622
--------- --------- ---------
Net periodic pension cost $ 85,303 $ 100,682 $ 109,209
========= ========= =========
</TABLE>
F-15
<PAGE>
The weighted-average discount rate used in determining the actuarial present
value of the projected benefit was 8.0% for 1997, 1996 and 1995. The rate of
increase in future compensation levels used in determining the actuarial present
value of the projected benefit obligation was 6.0% for 1997, 1996 and 1995. The
expected long-term rate of return on plan assets was 8.0% for 1997, 1996 and
1995.
NOTE 10 - INCOME TAXES
- - ----------------------
The components of income tax expense are as follows for the years ended December
31:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- --------
<S> <C> <C> <C>
Current:
Federal $1,008,406 $ 899,985 $642,071
State 365,552 311,905 267,522
State tax refund (289,848)
---------- ---------- --------
1,373,958 922,042 909,593
---------- ---------- --------
Deferred:
Federal 6,794 105,015 58,829
State 21,248 25,095 21,078
---------- ---------- --------
28,042 130,110 79,907
---------- ---------- --------
Total income tax expense $1,402,000 $1,052,152 $989,500
========== ========== ========
</TABLE>
The reasons for the differences between the statutory federal income tax rates
and the effective tax rates are summarized as follows for the years ended
December 31:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
% of % of % of
INCOME INCOME INCOME
------ ------ ------
<S> <C> <C> <C>
Federal income tax at statutory rate 34.0% 34.0% 34.0%
Increase (decrease) in tax resulting from:
Tax-exempt income (2.7) (2.8) (2.8)
Dividends received deduction (.1)
Other items .6 1.1 .2
State tax, net of federal tax benefit 7.1 7.0 7.5
State tax refund (6.1)
----- ---- ----
39.0% 33.2% 38.8%
==== ==== ====
</TABLE>
The Bank had gross deferred tax assets and gross deferred tax liabilities as
follows as of December 31:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses $ 290,537 $ 306,548
Accrued deferred compensation 29,285 38,038
Other real estate owned valuation 29,180
Post retirement benefits 6,558 4,917
Contribution carryover 9,978
Accrued pensions 6,304
--------- ---------
Gross deferred tax assets 332,684 388,661
--------- ---------
Deferred tax liabilities:
Deferred state tax refund (53,250) (68,350)
Accelerated depreciation (404,476) (415,857)
Prepaid pensions (3,599)
Discount accretion (654) (196)
Net unrealized gain on available-for-sale securities (205,509) (59,344)
OREO property writedown (1,687)
--------- ---------
Gross deferred tax liabilities (665,576) (547,346)
--------- ---------
Net deferred tax liabilities $(332,892) $(158,685)
========= =========
</TABLE>
F-16
<PAGE>
Deferred tax assets as of December 31, 1997 and 1996 have not been reduced by a
valuation allowance because management believes that it is more likely than not
that the full amount of deferred tax assets will be realized.
As of December 31, 1997, the Bank had no operating loss and tax credit
carryovers for tax purposes.
NOTE 11 - FINANCIAL INSTRUMENTS
- - -------------------------------
The Bank is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financial needs of its customers. These
financial instruments include commitments to originate loans, standby letters of
credit and unadvanced funds on loans. The instruments involve, to varying
degrees, elements of credit risk in excess of the amount recognized in the
balance sheets. The contract amounts of those instruments reflect the extent of
involvement the Bank has in particular classes of financial instruments.
The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for loan commitments and standby letters of
credit is represented by the contractual amounts of those instruments. The Bank
uses the same credit policies in making commitments and conditional obligations
as it does for on-balance sheet instruments.
Commitments to originate loans are agreements to lend to a customer provided
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Bank upon extension of credit, is based on management's
credit evaluation of the borrower. Collateral held varies, but may include
secured interests in mortgages, accounts receivable, inventory, property, plant
and equipment and income producing properties. Of the total standby letters of
credit as of December 31, 1997, $10,000 are secured by deposit accounts held by
the Bank.
The estimated fair values of the Bank's financial instruments, all of which are
held or issued for purposes other than trading, are as follows as of December
31:
<TABLE>
<CAPTION>
1997 1996
----------------------------- -----------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $ 11,672,590 $ 11,672,590 $ 14,985,342 $ 14,985,342
Available-for-sale securities 47,511,291 47,511,291 33,029,765 33,029,765
Held-to-maturity securities 1,771,723 1,790,362 5,380,709 5,425,231
Federal Home Loan Bank stock 833,300 833,300 771,000 771,000
Loans 116,691,065 117,327,000 116,148,537 115,823,000
Accrued interest receivable 1,299,186 1,299,186 1,102,170 1,102,170
Financial liabilities:
Deposits 156,173,454 156,295,000 150,148,665 150,352,000
Federal Home Loan Bank advances 5,496,975 5,512,000 4,526,858 4,557,000
</TABLE>
The carrying amounts of financial instruments shown in the above table are
included in the consolidated balance sheets under the indicated captions.
Accounting policies related to financial instruments are described in Note 2.
F-17
<PAGE>
The amounts of financial instrument liabilities with off-balance sheet credit
risk are as follows as of December 31:
1997 1996
----------- -----------
Commitments to originate loans $ 4,115,467 $ 5,060,620
Standby letters of credit 30,000 30,000
Unadvanced portions of loans:
Home equity 5,540,649 4,722,147
Commercial lines of credit 6,300,446 5,116,923
Construction 723,494 557,892
Credit cards 2,855,645 2,636,737
----------- -----------
$19,565,701 $18,124,319
=========== ===========
There is no material difference between the notional amounts and the estimated
fair values of the off-balance sheet liabilities.
The Bank has no derivative financial instruments subject to the provisions of
SFAS No. 119 "Disclosure About Derivative Financial Instruments and Fair Value
of Financial Instruments."
NOTE 12 - SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK
- - ---------------------------------------------------------
Most of the Bank's business activity is with customers located within the state.
There are no concentrations of credit to borrowers that have similar economic
characteristics. The majority of the Bank's loan portfolio is comprised of loans
collateralized by real estate located in northwestern Connecticut and bordering
New York and Massachusetts towns.
NOTE 13 - REGULATORY MATTERS
- - ----------------------------
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory - and possibly additional discretionary - actions by
regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets,
liabilities and certain off-balance-sheet items as calculated under regulatory
accounting practices. The Bank's capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the table
below) of total and Tier 1 capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average
assets (as defined). Management believes, as of December 31, 1997, that the Bank
meets all capital adequacy requirements to which it is subject.
As of December 31, 1997, the most recent notification from the Federal Deposit
Insurance Corporation categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based
and Tier 1 leverage ratios as set forth in the table. There are no conditions or
events since that notification that management believes have changed the
institution's category.
F-18
<PAGE>
The Bank's actual capital amounts and ratios are also presented in the table.
<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES: ACTION PROVISIONS:
-------------- ----------------- ------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------ -----
GREATER THAN GREATER THAN
OR EQUAL TO OR EQUAL TO
------------ ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1997:
Total Capital (to Risk Weighted Assets) $21,412 21.26% $8,059 8.0% $10,074 10.0%
Tier 1 Capital (to Risk Weighted Assets) 20,186 20.04 4,029 4.0 6,044 6.0
Tier 1 Capital (to Average Assets) 20,186 11.08 7,290 4.0 9,113 5.0
As of December 31, 1996:
Total Capital (to Risk Weighted Assets) 19,948 19.75 8,081 8.0 10,101 10.0
Tier 1 Capital (to Risk Weighted Assets) 18,706 18.52 4,040 4.0 6,061 6.0
Tier 1 Capital (to Average Assets) 18,706 10.92 6,851 4.0 8,564 5.0
</TABLE>
The declaration of cash dividends is dependent on a number of factors, including
regulatory limitations, and the Bank's operating results and financial
condition. The stockholders of the Bank will be entitled to dividends only when,
and if, declared by the Bank's Board of Directors out of funds legally available
therefore. The declaration of future dividends will be subject to favorable
operating results, financial conditions, tax considerations, and other factors.
As of December 31, 1997 the Bank is restricted from declaring dividends in an
amount greater than approximately $11,855,000 as such declaration would decrease
capital below the Bank's required minimum level of regulatory capital.
NOTE 14 - STOCK COMPENSATION PLAN
- - ---------------------------------
As of December 31, 1997, the Bank has a fixed option, stock-based compensation
plan, which is described below. The Bank applies APB Opinion 25 and related
Interpretations in accounting for its plan. Compensation expense, as measured by
APB Opinion 25, was immaterial for each of the three years in the three year
period ended December 31, 1997. Had compensation cost for the Bank's stock-based
compensation plan been determined based on the fair value at the grant dates for
awards under the plan consistent with the method of FASB Statement 123, the
Bank's net income and earnings per share would have been reduced to the pro
forma amounts indicated below:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income As reported $2,190,381 $2,114,364 $1,560,001
Pro forma $2,176,163 $2,100,927 $1,545,619
Earnings per common share As reported $8.45 $8.13 $5.89
Pro forma $8.39 $8.08 $5.84
Earnings per common share,
assuming dilution As reported $8.38 $8.08 $5.86
Pro forma $8.33 $8.03 $5.80
</TABLE>
Under the Employee Stock Purchase Plan, the Bank may grant options to its
eligible employees for up to 25,000 shares of common stock. Each employee of the
Bank is eligible to become a participant in the Plan following the completion of
one year of service. Under the plan, the exercise price of each option equals
not less than 85% of the market price of the Bank's stock on the date of grant
and an option's maximum term is two years. Options are exercisable at the grant
date.
F-19
<PAGE>
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1997, 1996 and 1995, respectively: dividend yield
of 4 percent for each year; expected volatility of 10 percent for 1997 and 5
percent for 1996 and 1995; risk-free interest rates of 5.62, 4.96 and 7.21
percent, respectively; expected life of 1 year for each year and estimated
forfeiture rate of 55 percent for each year.
A summary of the status of the Bank's fixed stock option plan as of December 31,
1997, 1996 and 1995 and changes during the years ending on those dates is
presented below:
<TABLE>
<CAPTION>
1997 1996 1995
--------------------------- --------------------------- --------------------------
WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
----- ---------------- ----- ---------------- ------ -----------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of year 6,610 $42.18 7,347 $39.58 7,092 $38.25
Granted 3,570 47.60 3,863 43.35 3,936 40.80
Exercised (2,289) 44.02 (1,116) 40.16 (269) 38.45
Forfeited (3,416) (41.54) (3,484) 38.35 (3,412) 38.32
------ ------ ------
Outstanding at end of year 4,475 $46.06 6,610 42.18 7,347 39.58
====== ====== ======
Options exercisable at
year-end 4,475 6,610 7,347
Weighted-average fair value
of options granted during
the year $8.85 $7.73 $8.12
</TABLE>
The following table summarizes information about fixed stock options outstanding
as of December 31, 1997:
OPTIONS OUTSTANDING AND EXERCISABLE
------------------------------------------------------
NUMBER WEIGHTED-AVERAGE
OUTSTANDING REMAINING WEIGHTED-AVERAGE
EXERCISE PRICES AS OF 12/31/97 CONTRACTUAL LIFE EXERCISE PRICE
-------------- -------------- ---------------- ----------------
$43.35 1,621 1 month $43.35
47.60 2,854 13 months 47.60
-----
4,475 9 months 46.06
=====
F-20
<PAGE>
NOTE 15 - EARNINGS PER SHARE (EPS)
- - ----------------------------------
Reconciliation of the numerators and the denominators of the basic and diluted
per share computations for net income are as follows:
<TABLE>
<CAPTION>
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
---------- ------------ ---------
<S> <C> <C> <C>
Year ended December 31, 1997
Basic EPS
Net income and income available to common stockholders $2,190,381 259,335 $8.45
Effect of dilutive securities, options 1,916
---------- --------
Diluted EPS
Income available to common stockholders and assumed
conversions $2,190,381 261,251 $8.38
========== ======= =====
Year ended December 31, 1996 - As restated
Basic EPS
Net income and income available to common stockholders $2,114,364 260,091 $8.13
Effect of dilutive securities, options 1,705
---------- --------
Diluted EPS
Income available to common stockholders and assumed
conversions $2,114,364 261,796 $8.08
========== ======= =====
Year ended December 31, 1995 - As restated
Basic EPS
Net income and income available to common stockholders $1,560,001 264,770 $5.89
Effect of dilutive securities, options 1,542
---------- --------
Diluted EPS
Income available to common stockholders and assumed
conversions $1,560,001 266,312 $5.86
========== ======= =====
</TABLE>
NOTE 16 - LITIGATION
- - --------------------
The Bank is a defendant in a lawsuit by a former employee. The former employee
is claiming damages of $60 million plus costs and attorney fees. Motions to
dismiss the lawsuit have been filed and are awaiting the Court's decision. No
assessment of the probability of an unfavorable outcome has been made pending
the decision by the Court on these motions.
F-21
<PAGE>
MANAGEMENT OF THE COMPANY
GENERAL INFORMATION
The Certificate of Incorporation and the Bylaws of the Company provide
for the election of directors by the shareholders. For this purpose, the Board
of Directors will be divided into three (3) classes of directors. The term of
office of the members of one class expire, and a successor class will be
elected, at each annual meeting of shareholders. See "COMPARISON OF THE RIGHTS
OF HOLDERS OF BANK COMMON STOCK AND COMPANY COMMON STOCK - BOARD OF DIRECTOR
PROVISIONS."
BOARD OF DIRECTORS OF THE COMPANY
The Board of Directors of the Company consists of John R.H. Blum,
Louise F. Brown, Gordon C. Johnson, Holly J. Nelson, John F. Perotti, John E,
Rogers, Walter C. Shannon, Jr., Craig E. Toensing, Michael A. Varet and Anna
Whitbeck. Each of the current directors of the Company is also a director of
Salisbury. See "ELECTION OF DIRECTORS - BOARD OF DIRECTORS."
The directors of the Company shall hold office for a term of three (3)
years and until their successors are elected and qualified. As of the Effective
Time, the Board of Directors of the Company will be divided into three (3)
substantially equal classes of directors. See "ELECTION OF DIRECTORS - BOARD OF
DIRECTORS."
For information regarding the age, positions held with Salisbury,
principal occupation and directorships held during the past five years, term as
a director with Salisbury, shares and percentage of Bank Common Stock
beneficially owned, compensation and related transactions for each individual
who is or will become a director of the Company, see "ELECTION OF DIRECTORS."
The executive officers of the Company are appointed by the Board of
Directors of the Company. The executive officers of the Company will be John F.
Perotti, President and Chief Exective Officer, John F. Foley, Chief Financial
Officer, and Craig E. Toensing, Secretary, each of whom are presently officers
of the Bank. For information regarding such individuals, see "ELECTION OF
DIRECTORS - EXECUTIVE COMPENSATION OF PRINCIPAL OFFICERS."
PROPOSAL 4
OTHER BUSINESS
The Bank is not aware of any business to be acted upon at the Annual
Meeting other than that which is discussed in this Proxy Statement and
Prospectus. In the event that any other business requiring a vote of the
shareholders is properly presented at the meeting, the holders of the proxies
will vote your shares in accordance with their best judgment.
-67-
<PAGE>
You are encouraged to exercise your right to vote by marking the
appropriate boxes and dating and signing the enclosed proxy card. The proxy card
may be returned in the enclosed envelope, postage-prepaid if mailed in the
United States. In the event that you are later able to attend the Annual
Meeting, you may revoke your proxy and vote your shares in person. A prompt
response will be helpful, and your cooperation is appreciated.
SHAREHOLDER PROPOSALS
Shareholders of the Bank who desire to present a proposal for action at
the 1999 Annual Meeting of the Bank, must present the proposal to the Bank at
its principal executive offices on or before January 4, 1999 for inclusion in
the Bank's proxy statement and form of proxy relating to that meeting.
SHAREHOLDER INFORMATION
The Bank's Annual Report on Form 10-K for the year ended December 31,
1997 is the Annual Disclosure Statement required by 12 C.F.R. Section 350 and
may be obtained without charge by any shareholder upon written request to:
John F. Foley, Vice President, Comptroller and Principal Financial Officer
Salisbury Bank and Trust Company
P. O. Box 1868
Lakeville, Connecticut 06039-1868
The Bank's 1997 Annual Report accompanies this document and is not
incorporated by reference.
LEGAL MATTERS
The legality of the shares of the Company's Common stock to be issued
to the Bank's shareholders pursuant to the Plan will be based upon for the
Company by Cranmore, FitzGerald & Meaney, Hartford, Connecticut.
EXPERTS
The consolidated financial statements of the Bank and subsidiary as of
December 31, 1997 and for the three (3) year period ended December 31, 1997,
have been included herein and in the Registration Statement in reliance on the
report of Shatswell, MacLeod & Company, P.C., independent certified public
accountants, given on the authority of said firm as experts in accounting and
auditing.
-68-
<PAGE>
Appendix A
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Plan of
Reorganization"), dated as of April 22, 1998, is made and entered into by and
between SALISBURY BANK AND TRUST COMPANY, a Connecticut bank and trust company
(the "Bank") and SALISBURY BANCORP, INC., a newly formed capital stock
corporation organized at the direction of the Bank (the "Holding Company")
pursuant to Section 36a-181 of the Connecticut General Statutes.
WHEREAS, the authorized capital stock of the Bank consists of 500,000
shares of Common Stock, par value $3.33 per share (the "Bank Common Stock"), of
which 260,273 shares are issued and outstanding. The Bank has no preferred stock
authorized or issued.
WHEREAS, the authorized capital stock of the Holding Company shall
consist of 3,000,000 shares of Common Stock, par value $.10 per share (the
"Holding Company Common Stock"), none of which are issued and outstanding or
reserved for issuance.
WHEREAS, the Bank and the Holding Company wish to enter into the Plan
of Reorganization whereby the Holding Company will acquire all of the issued and
outstanding shares of the Bank Common Stock (other than shares held by the
Dissenting Shareholders, as hereinafter defined) in exchange for six shares of
Holding Company Common Stock (such exchange is hereinafter referred to as the
"Reorganization").
WHEREAS, each Shareholder of Bank Common Stock (other than Dissenting
Shareholders who have validly exercised their rights under Section 36a-181(c) of
the Connecticut General Statutes) will receive six shares of Holding Company
Common Stock for each share of Bank Common Stock held as of the Effective Time
(as hereinafter defined).
WHEREAS, the Bank believes that the Reorganization is desirable and in
the best interests of its shareholders.
WHEREAS, the Bank and the Holding Company intend the Reorganization to
constitute a non-taxable exchange to each entity and to their respective
shareholders pursuant to the Internal Revenue Code of 1986, as amended (the
"Code").
WHEREAS, this Plan of Reorganization has been approved by the Board of
Directors of the Bank which has duly authorized the executive officer(s) whose
respective signature(s) appear below to execute and deliver the Plan of
Reorganization.
<PAGE>
-2-
NOW, THEREFORE, in consideration of the mutual promises,
representations, and covenants herein contained, the Bank and the Holding
Company agree as follows:
Section 1. Approval and Filing of Plan of Reorganization.
1.1 The Plan of Reorganization shall be submitted for the approval of
holders of Bank Common Stock at a meeting to be duly called and held on June 27,
1998, or such other date as the Bank's Board of Directors may determine in
accordance with the Bylaws of the Bank and all applicable laws and regulations
(the "Annual Meeting"). Notice of the Annual Meeting shall be mailed directly to
all shareholders at their last known addresses as contained on the records of
the Bank.
1.2 Subject to the approval of this Plan of Reorganization by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
shares of Bank Common Stock, this Plan of Reorganization shall be submitted, in
accordance with Section 36a-181 of the Connecticut General Statutes, for the
approval of the Commissioner of Banking of the State of Connecticut (the
"Banking Commissioner"). This Plan of Reorganization shall be accompanied by a
certificate from the Bank that this Plan of Reorganization has been submitted to
and approved by two-thirds of the holders of Bank Common Stock eligible to vote
and such other documentation as may be required by law or by regulation of the
Banking Commissioner.
1.3 If the Plan of Reorganization is approved by the holders of at
least two-thirds of the shares of Bank Common Stock entitled to vote at the
Special Meeting, thereafter and until the Effective Time (as hereinafter
defined), the Bank shall issue certificates for Bank Common Stock, whether upon
transfer or otherwise, only if such certificates bear a legend indicating that
this Plan of Reorganization has been approved and that shares of Bank Common
Stock evidenced by such certificates are subject to the acquisition by the
Holding Company pursuant to this Plan of Reorganization.
Section 2. The Closing.
2.1 Subject to the terms and conditions of this Plan of Reorganization,
the closing of the Reorganization (the "Closing") shall take place on or before
December 31, 1998 if, on or prior to that date, this Plan of Reorganization is
filed in the Office of the Secretary of the State of Connecticut (the "Secretary
of State"), which filing shall not occur until all of the conditions to Closing
set forth in Section 6 hereof have been satisfied. The Plan of Reorganization
shall be effective on July 31, 1998, provided however, that in the event that
the Closing does not occur on or before July 31, 1998, the President or, in his
absence, any other executive officer of the Bank may designate another time at
which this Plan of Reorganization shall become effective (the "Effective Time").
<PAGE>
-3-
2.2 At the Closing, the Holding Company and the Bank shall deliver to
each other such certificates and other documents as are required pursuant to
this Plan of Reorganization and as are necessary and appropriate, in the
reasonable opinion of counsel for the Bank and the Holding Company, to
consummate the Reorganization.
Section 3. Actions at the Effective Time.
3.1 At the Effective Time, the Holding Company shall, without any
further action by it, by the Bank, or by holders of the Bank Common Stock,
automatically and by operation of law, acquire and become the owner of all
issued and outstanding shares of Bank Common Stock (excluding shares held by the
Bank as treasury stock, all of which shall be canceled and extinguished as of
the Effective Time) and shall be entitled to have issued to it by the Bank a
certificate or certificates representing such shares. Thereafter, the Holding
Company shall have full and exclusive power to vote such shares of Bank Common
Stock, to receive dividends thereon and to exercise all rights of an owner
thereof.
3.2 At the Effective Time, each share of Bank Common Stock or fraction
thereof issued and outstanding prior to the Effective Time shall, without any
further action by Shareholders, by the Bank, or by the Holding Company,
automatically and by operation of law, be converted into six shares of Holding
Company Common Stock. Holders of the issued and outstanding shares of Bank
Common Stock (except for holders exercising dissenters' rights) shall,
automatically and by operation of law, cease to own such shares and shall
instead become the owners of six number of shares of Holding Company Common
Stock. Thereafter, such persons holding Holding Company Common Stock shall have
full and exclusive power to vote such shares, to receive dividends thereon,
except as otherwise provided herein, and to exercise all rights of an owner
thereof. Notwithstanding any of the foregoing, any Dissenting Shareholder shall
have such rights as provided for in Section 7 hereof and by the laws of the
State of Connecticut.
3.3 At the Effective Time, all previously issued and outstanding
certificates representing shares of Bank Common Stock (the "Old Certificates")
shall automatically and by operation of law cease to represent shares of Bank
Common Stock or any interest therein and each Old Certificate shall instead
represent the ownership by the holder thereof of six (6) shares of Holding
Company Common Stock for each share of Bank Common Stock owned by them. No
holder of an Old Certificate shall be entitled to vote the shares of Bank Common
Stock formerly represented by such certificate, or to receive dividends thereon,
or to exercise any other rights of ownership in respect thereof.
Section 4. Employee Stock Purchase Plan.
4.1 At the Effective Time, the Holding Company shall automatically and
without further action on its part adopt and assume the rights and obligations
of the Bank under the Bank's 1996 Employees Stock Purchase, Plan (the "ESPP")
which was terminated on December 31, 1997. However, options granted pursuant to
the ESPP are still outstanding. The ESPP shall, pursuant to its terms,
thereafter apply only to shares of Holding Company Common Stock in the same
manner as they therefore applied to shares of Bank Common Stock.
<PAGE>
-4-
4.2 At the Effective Time, all options then outstanding under the ESPP,
which immediately prior thereto had given the holder thereof the right to
purchase shares of Bank Common Stock shall, automatically and without further
action on the part of the holder thereof, be converted into options giving the
holder thereof the right to purchase six (6) shares of Holding Company Common
Stock at the same exercise price, and in accordance with such other terms and
conditions, as pertained under the options outstanding under the ESPP
immediately prior to the Effective Time.
Section 5. Actions After the Effective Time.
As soon as practicable and in any event not more than thirty days after the
Effective Time:
5.1 The Holding Company shall deliver to the transfer agent for the
Bank and the Holding Company (the "Transfer Agent"), as agent for the holders of
the Old Certificates (other than Old Certificates representing shares of Bank
Common Stock as to which Dissenting Shareholders' appraisal rights shall have
been properly exercised, if any), a certificate or certificates for the
aggregate number of shares of Holding Company Common Stock (the "New
Certificates"), to which such holders shall be entitled. Until so surrendered,
each Old Certificate shall be deemed, for all corporate purposes, to evidence
the ownership of the number of shares of Holding Company Common Stock which the
holder thereof would be entitled to receive upon its surrender, except that the
Holding Company may in its sole discretion, deny the holders of such shares
voting rights thereon and withhold from the holder of shares represented by such
Old Certificate, distribution of any or all dividends declared by the Holding
Company on such shares until such time as such Old Certificate shall be
surrendered in exchange for one or more New Certificates, at which time
dividends so withheld by the Holding Company with respect to such shares shall
be delivered (without interest thereon and less the amount of taxes, if any,
which may have been imposed or paid thereon or which are required by law to be
withheld in respect thereof), to the shareholder to whom such New Certificates
are issued.
5.2 If any certificate for shares of Holding Company Common Stock is to be
issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of the issuance thereof
that the certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer as the Holding Company in its sole discretion may
specify and that such transfer otherwise be proper and that the person
requesting such transfer pay to the Transfer Agent any transfer or other taxes
or other fee payable by reason of the issuance of such New Certificate in any
name other than the registered holder of the certificate surrendered, or
establish to the satisfaction of the Transfer Agent that such tax has been paid
or is not payable or that any fee has been paid to the party to which it is due
and waived by such party.
5.3 The Holding Company, in accordance with applicable law, shall
provide written notice to the holders of all Old Certificates, specifying the
Effective Time of this Plan of Reorganization and notifying such holders that
they may present their Old Certificates to the Transfer Agent for exchange. Such
notice shall be given by mail to such holders at their last known addresses as
contained on the Bank's records.
<PAGE>
-5-
Section 6. Conditions Precedent.
6.1 The Plan of Reorganization and the transactions provided for herein
shall not become effective unless all of the following conditions shall have
occurred, none of which may be waived:
(a) This Plan of Reorganization and the transactions contemplated hereby
shall have been approved by the affirmative vote of at least two-thirds of the
issued and outstanding voting Shares of Bank Common Stock at the Annual Meeting
or at any adjournment thereof.
(b) The Plan of Reorganization shall have been approved by the Banking
Commissioner, and the Reorganization and the other transactions contemplated
hereby shall have been approved by any other bank regulatory agency of competent
jurisdiction, and all notice and waiting periods after the granting of any such
approval shall have expired.
(c) The Holding Company shall have filed an application with the Board of
Governors of the Federal Reserve System ("FRB") pursuant to section 3(a)(1) of
the Bank Holding Company Act of 1956, as amended, and the FRB shall have
approved the application of the Holding Company to become a bank holding company
upon consummation of the Reorganization and any and all applicable waiting
periods shall have expired.
(d) The Bank shall, with the cooperation of the Holding Company, have taken
all action necessary to file with the Federal Deposit Insurance Corporation (the
"FDIC") in accordance with the FDIC's rules and regulations, a proxy
statement/prospectus (the "Proxy Statement") relating to the Annual Meeting and
the Proxy Statement shall have been mailed to the Bank's Shareholders in
accordance with such rules and regulations.
(e) Unless otherwise waived, all approvals from any other state or federal
government agency having jurisdiction for the lawful consummation of the
transactions contemplated by this Plan of Reorganization shall have been
obtained, all conditions imposed by such regulatory approvals shall have been
satisfied, and all waiting periods required in connection with such approvals
shall have expired.
(f) The Shares of Holding Company Common Stock to be issued to holders of
Bank Common Stock pursuant to the Plan of Reorganization shall have been
registered or qualified for such issuance without registration to the extent
required under the Securities Act of 1933 and under all applicable federal and
state securities laws and regulations.
(g) The Bank shall have received an opinion from its counsel with respect
to the tax consequences of the transaction.
(h) Each of the persons, if any, who are deemed to be affiliates of the
Bank for purposes of Rule 145 promulgated under the Securities Act shall have
delivered to the holding company a letter in such form as is satisfactory to the
Bank and its counsel.
<PAGE>
-6-
(i) The Plan of Reorganization shall have been filed with the Secretary of
the State of Connecticut after approval by the Commissioner.
Section 7. Rights of Dissenting Shareholders.
7.1 "Dissenting Shareholders" shall mean those holders of Bank Common
Stock who file with the Bank, before the taking of the vote on this Plan of
Reorganization and the transactions contemplated hereby, written objection
thereto, in accordance with the procedure set forth in Section 36a-181(c) of the
Connecticut General Statutes, which written objection states that they intend to
demand payment for their shares of Bank Common Stock if the Reorganization is
consummated and whose shares are not voted in favor of the Reorganization.
7.2 Dissenting Shareholders who comply with the provisions of Section
36a-181(c) of the Connecticut General Statutes and all other applicable
provisions of law shall be entitled to receive from the Bank payment of the
value of their shares of Bank Common Stock upon surrender by such holders of the
certificates which previously represented shares of Bank Common Stock.
Certificates so obtained by the Bank, upon payment of the value of such shares
as provided by law, shall be canceled. Shares of Holding Company Common Stock to
which Dissenting Shareholders would have been entitled had they not dissented,
shall be deemed to constitute authorized but unissued shares of Holding Company
Common Stock and may be sold or otherwise disposed of by the Holding Company at
the discretion of, and at such time and on such terms as may be fixed by, its
Board of Directors.
Section 8. Termination, Abandonment, Amendment and Waiver.
8.1 This Plan of Reorganization may be abandoned or terminated by
either the Bank or the Holding Company, in the sole discretion of each entity,
at any time before the Effective Time in the event that:
(a) The number of shares of Bank Common Stock owned by Dissenting
Shareholders, as defined in Section 7 hereof, shall make consummation of the
transactions contemplated by the Plan of Reorganization inadvisable in the
opinion of the Bank or the Holding Company;
(b) Any action, suit, proceeding or claim has been instituted, made or
threatened relating to this Plan of Reorganization which shall make consummation
of the transactions contemplated by the Plan of Reorganization inadvisable in
the opinion of the Bank or the Holding Company;
(c) The Reorganization shall not have been consummated by December 31,
1998; or
(d) For any other reason consummation of the transactions contemplated by
the Plan of Reorganization is inadvisable in the opinion of the Bank or the
Holding Company.
8.2 In the event of termination or abandonment of the Plan of
Reorganization in any manner, the Plan of Reorganization shall be terminated and
shall be of no further force or effect and there shall be no liability hereunder
or on account of such abandonment or termination on the part of the
<PAGE>
-7-
Bank or the Holding Company or the Directors, officers, employees, agents or
shareholders of either entity. In the event of such abandonment or termination
of the Plan of Reorganization, the Bank shall pay all expenses incurred in
connection with the Plan of Reorganization and the proposed transactions
contemplated hereby. If either party hereto gives written notice of abandonment
or termination to the other party pursuant to this, the party giving such
written notice shall simultaneously furnish a copy thereof to the Banking
Commissioner.
8.3 The Plan of Reorganization may be amended by the parties hereto, by
action taken by or on behalf of their respective Boards of Directors, at any
time before or after approval of the Reorganization by the Shareholders of the
Bank; provided, however, that any material change in the amount or form of the
consideration provided pursuant to the Plan of Reorganization subsequent to the
approval thereof by Shareholders shall require the additional approval of
Shareholders of any such material change or amendment, and, provided further,
that after the initial Shareholder approval, no such amendment shall be
submitted for the approval of Shareholders which has the effect of reducing the
amount or change the form of the consideration to be delivered to the Bank's
Shareholders as contemplated by the Plan of Reorganization. The Plan of
Reorganization may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.
Section 9. Governing Law.
9.1 The Plan of Reorganization shall be governed by and construed in
accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties have executed the Plan of Reorganization as
of the date first written above.
SALISBURY BANK AND TRUST COMPANY
/s/ MARGARET M. WILCOX By: /S/ JOHN F. PEROTTI
- - ---------------------------- -----------------------------------
Margaret M. Wilcox John F. Perotti
Its Secretary Its President and
Chief Executive Officer
SALISBURY BANCORP, INC.
/s/ CRAIG E. TOENSING By: /s/ JOHN F. PEROTTI
- - ---------------------------- -----------------------------------
Craig E. Toensing John F. Perotti
Its Secretary Its President and
Chief Executive Officer
<PAGE>
Appendix B
CONNECTICUT STATUTES GOVERNING
APPRAISAL RIGHTS SECTION 36a-181(c)
Upon the effective date of the plan and the organization provided for
therein, the shareholders of the Connecticut bank shall, except to the extent
that they have received other securities of the parent corporation or cash in
lieu of fractional shares, be holders of the voting securities of the parent
corporation. Unless such plan otherwise provides, the Connecticut bank may
require each shareholder to surrender such shareholder's certificates of stock
in the Connecticut bank and, in that event, no shareholder, until such surrender
of the shareholder's certificates, shall be entitled to vote thereon or to
collect dividends declared thereon or to receive cash in lieu of fractional
shares or the shares or other securities of the parent corporation. Any
shareholder of the Connecticut bank whose stock has been so acquired who, on or
before the date of such shareholders' meeting, gave written notice to the
Connecticut bank of such shareholder's objection thereto, may, within ten days
after the plan of organization has been filed in the office of the Secretary of
the State, demand in writing from the Connecticut bank payment for such
shareholder's stock and the Connecticut bank shall, within three months
thereafter, pay such shareholder the value of such shareholder's stock at the
date upon which such organization became effective. In case of disagreement as
to the value of the stock of the Connecticut bank to be acquired, such value
shall be ascertained by three disinterested persons to be chosen one by the
shareholder, one by the Connecticut bank and the third by the two thus selected,
and, if their award is not paid within sixty days from its date, it shall become
a debt of the Connecticut bank and may be collected as such and such
shareholder, upon receiving payment therefor, shall transfer such shareholder's
stock to the Connecticut bank.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Five of the Company's Bylaws and Article Seventeenth of the
Company's Certificate of Incorporation authorize the Company to indemnify
officers, directors and certain individuals associated with the Company to the
maximum extent permitted by applicable law. Sections 33-770 through 33-778 of
the Connecticut Stock Corporation Act contain indemnification provisions
applicable to corporations. The Connecticut Statutes provide that a corporation
may indemnify an individual made a party to a proceeding because he or she is or
was a director, officer, employee or agent of the corporation against liability
incurred in a proceeding if: (1) he or she conducted himself or herself in good
faith; (2) he or she reasonably believed (a) in the case of conduct in his or
her official capacity with the corporation, that his or her conduct was in its
best interests, and (b) in all other cases, that his or her conduct was at least
not opposed to its best interests; and (3) in the case of any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The Statutes continue to provide that a corporation may not indemnify
a director (1) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or (2)
in connection with any other proceeding charging improper personal benefits to
him or her, whether or not involving action in his or her official capacity, in
which he or she was ajudged liable on the basis that personal benefit was
improperly received by him or her.
A corporation may not indemnify a director unless authorized in the
specific case after a determination has been made that indemnification of the
director is permissible in the circumstances because he or she has met the
standard of conduct set forth above. The determination shall be made by the
board of directors or a committee thereof, by special legal counsel, or by the
shareholders of the corporation.
The Connecticut Statutes provide that a corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to
proceeding in advance of final disposition of the proceeding if: (1) The
director furnishes the corporation a written affirmation of his or her good
faith belief that he or she has met the standard of conduct described above; (2)
the director furnishes to the corporation a written undertaking, executed
personally or on his or her behalf, to repay the advance if it is ultimately
determined that he or she did not meet the standard of conduct; and (3) a
determination is made by the corporation's board of directors or a committee
thereof, special legal counsel or the corporation's shareholders that the facts
then known to those making the determination would not preclude indemnification
under the statutes.
The Connecticut Stock Corporation Act provides that unless a
corporation's certificate of incorporation provides otherwise, a director or
officer of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:
(1) the individual is entitled to mandatory indemnification under the Act, in
which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court ordered indemnification; or (2) the
<PAGE>
director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not he or she met the standard of conduct set
forth above or was adjudged liable, but if he or she was adjudged so liable his
or her indemnification is limited to reasonable expenses incurred.
<PAGE>
ITEM 21. EXHIBIT AND FINANCIAL STATEMENTS SCHEDULES
The exhibit and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) List of Exhibits
Exhibit No. Exhibit
Location -------
- - --------
2.1 Agreement and Plan of Reorganization,
dated as of April 22, 1998, by and between
Salisbury Bancorp, Inc. and Salisbury
Bank and Trust Company included as
Appendix A hereto. (E-1)
3.1 Certificate of Incorporation of Salisbury
Bancorp, Inc. (E-2)
3.2 Bylaws of Salisbury Bancorp, Inc. (E-3)
4. Specimen Common Stock Certificate
of Salisbury Bancorp, Inc. (E-4)
5. Opinion of Cranmore, FitzGerald & Meaney
regarding legality of securities
being registered. (E-5)
8. Opinion of Cranmore, FitzGerald & Meaney
regarding certain federal income tax
consequences. (E-6)
10. Pension Supplement Agreement with
John F. Perotti. (E-7)
23.1 Consent of Cranmore, FitzGerald & Meaney (E-8)
23.2 Consent of Shatswell, MacLeod
& Company, P.C. (E-9)
27 Financial Data Schedule (E-10)
99.1 Form of Proxy for the Special Meeting
of Shareholders of Salisbury Bank and
Trust Company (E-11)
- - ----------
(b) Financial Statement Schedules.
<PAGE>
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated financial
statements or related notes. ITEM 22. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) 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.
PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1)
(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement 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) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for
by the applicable registration form which respect to reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other Items of the applicable form.
(4) That every prospectus (i) that is filed pursuant to paragraph (3)
immediately preceding, or (ii) that purports to meet the requirements
of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
<PAGE>
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.
(5) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(6) 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.
(7) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised 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.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the questions whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lakeville, State of
Connecticut on April 17, 1998.
SALISBURY BANCORP, INC
By: /s/ JOHN F. PEROTTI
------------------------
John F. Perotti
Its President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ JOHN F. FOLEY
- - -------------------------------- ----------------------------------
John F. Foley Richard A. Arnoff
Vice President and Director
Principal Financial Officer April 19, 1998
April 21, 1998
/s/ JOHN R. BLUM /s/ LOUISE F. BROWN
- - -------------------------------- ----------------------------------
John R. Blum Louise F. Brown
Director Director
April 17, 1998 April 17, 1998
/s/ GORDON C. JOHNSON /s/ HOLLY J. NELSON
- - -------------------------------- ----------------------------------
Gordon C. Johnson Holly J. Nelson
Director Director
April 17, 1998 April 17, 1998
/s/ JOHN E. ROGERS /s/ WALTER C. SHANNON, JR.
- - -------------------------------- ----------------------------------
John E. Rogers Walter C. Shannon, Jr.
Director Director
April 17, 1998 April 17, 1998
/s/ CRAIG E. TOENSING /s/ MICHAEL A. VARET
- - -------------------------------- ----------------------------------
Craig E. Toensing Michael A. Varet
Director Director
April 17, 1998 April 17, 1998
/s/ ANNA WHITBECK
- - --------------------------------
Anna Whitbeck
Director
April 17, 1998
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
----------------------
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
----------------------
SALISBURY BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
================================================================================
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Location
- - ----------- ------- --------
2.1 Agreement and Plan of Reorganization,
dated as of April 22, 1998, by and between
Salisbury Bancorp, Inc. and Salisbury
Bank and Trust Company included as
Appendix A hereto. (E-1)
3.1 Certificate of Incorporation of Salisbury
Bancorp, Inc. (E-2)
3.2 Bylaws of Salisbury Bancorp, Inc. (E-3)
4. Specimen Common Stock Certificate
of Salisbury Bancorp, Inc. (E-4)
5. Opinion of Cranmore, FitzGerald
& Meaney regarding legality of securities
being registered. (E-5)
8. Opinion of Cranmore, FitzGerald & Meaney
regarding certain federal income tax
consequences. (E-6)
10. Pension Supplement Agreement
with John F. Perotti. (E-7)
23.1 Consent of Cranmore, FitzGerald & Meaney (E-8)
23.2 Consent of Shatswell, MacLeod
& Company, P.C. (E-9)
27 Financial Data Schedule (E-10)
99.1 Form of Proxy for the Annual Meeting
of Shareholders of Salisbury Bank and
Trust Company (E-11)
<PAGE>
EXHIBIT 2.1
Agreement and Plan of Reorganization, dated
as of April 22, 1998, by and
between Salisbury Bancorp, Inc. and Salisbury Bank
and Trust Company
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Plan of
Reorganization"), dated as of April 22, 1998, is made and entered into by and
between SALISBURY BANK AND TRUST COMPANY, a Connecticut bank and trust company
(the "Bank") and SALISBURY BANCORP, INC., a newly formed capital stock
corporation organized at the direction of the Bank (the "Holding Company")
pursuant to Section 36a-181 of the Connecticut General Statutes.
WHEREAS, the authorized capital stock of the Bank consists of 500,000
shares of Common Stock, par value $3.33 per share (the "Bank Common Stock"), of
which 260,273 shares are issued and outstanding. The Bank has no preferred stock
authorized or issued.
WHEREAS, the authorized capital stock of the Holding Company shall
consist of 3,000,000 shares of Common Stock, par value $.10 per share (the
"Holding Company Common Stock"), none of which are issued and outstanding or
reserved for issuance.
WHEREAS, the Bank and the Holding Company wish to enter into the Plan
of Reorganization whereby the Holding Company will acquire all of the issued and
outstanding shares of the Bank Common Stock (other than shares held by the
Dissenting Shareholders, as hereinafter defined) in exchange for six shares of
Holding Company Common Stock (such exchange is hereinafter referred to as the
"Reorganization").
WHEREAS, each Shareholder of Bank Common Stock (other than Dissenting
Shareholders who have validly exercised their rights under Section 36a-181(c) of
the Connecticut General Statutes) will receive six shares of Holding Company
Common Stock for each share of Bank Common Stock held as of the Effective Time
(as hereinafter defined).
WHEREAS, the Bank believes that the Reorganization is desirable and in
the best interests of its shareholders.
WHEREAS, the Bank and the Holding Company intend the Reorganization to
constitute a non-taxable exchange to each entity and to their respective
shareholders pursuant to the Internal Revenue Code of 1986, as amended (the
"Code").
WHEREAS, this Plan of Reorganization has been approved by the Board of
Directors of the Bank which has duly authorized the executive officer(s) whose
respective signature(s) appear below to execute and deliver the Plan of
Reorganization.
<PAGE>
-2-
NOW, THEREFORE, in consideration of the mutual promises, representations,
and covenants herein contained, the Bank and the Holding Company agree as
follows:
Section 1. Approval and Filing of Plan of Reorganization.
1.1 The Plan of Reorganization shall be submitted for the approval of
holders of Bank Common Stock at a meeting to be duly called and held on June 27,
1998, or such other date as the Bank's Board of Directors may determine in
accordance with the Bylaws of the Bank and all applicable laws and regulations
(the "Annual Meeting"). Notice of the Annual Meeting shall be mailed directly to
all shareholders at their last known addresses as contained on the records of
the Bank.
1.2 Subject to the approval of this Plan of Reorganization by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
shares of Bank Common Stock, this Plan of Reorganization shall be submitted, in
accordance with Section 36a-181 of the Connecticut General Statutes, for the
approval of the Commissioner of Banking of the State of Connecticut (the
"Banking Commissioner"). This Plan of Reorganization shall be accompanied by a
certificate from the Bank that this Plan of Reorganization has been submitted to
and approved by two-thirds of the holders of Bank Common Stock eligible to vote
and such other documentation as may be required by law or by regulation of the
Banking Commissioner.
1.3 If the Plan of Reorganization is approved by the holders of at
least two-thirds of the shares of Bank Common Stock entitled to vote at the
Special Meeting, thereafter and until the Effective Time (as hereinafter
defined), the Bank shall issue certificates for Bank Common Stock, whether upon
transfer or otherwise, only if such certificates bear a legend indicating that
this Plan of Reorganization has been approved and that shares of Bank Common
Stock evidenced by such certificates are subject to the acquisition by the
Holding Company pursuant to this Plan of Reorganization.
Section 2. The Closing.
2.1 Subject to the terms and conditions of this Plan of
Reorganization, the closing of the Reorganization (the "Closing") shall take
place on or before December 31, 1998 if, on or prior to that date, this Plan of
Reorganization is filed in the Office of the Secretary of the State of
Connecticut (the "Secretary of State"), which filing shall not occur until all
of the conditions to Closing set forth in Section 6 hereof have been satisfied.
The Plan of Reorganization shall be effective on July 31, 1998, provided
however, that in the event that the Closing does not occur on or before July 31,
1998, the President or, in his absence, any other executive officer of the Bank
may designate another time at which this Plan of Reorganization shall become
effective (the "Effective Time").
<PAGE>
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2.2 At the Closing, the Holding Company and the Bank shall deliver to
each other such certificates and other documents as are required pursuant to
this Plan of Reorganization and as are necessary and appropriate, in the
reasonable opinion of counsel for the Bank and the Holding Company, to
consummate the Reorganization.
Section 3. Actions at the Effective Time.
3.1 At the Effective Time, the Holding Company shall, without any
further action by it, by the Bank, or by holders of the Bank Common Stock,
automatically and by operation of law, acquire and become the owner of all
issued and outstanding shares of Bank Common Stock (excluding shares held by the
Bank as treasury stock, all of which shall be canceled and extinguished as of
the Effective Time) and shall be entitled to have issued to it by the Bank a
certificate or certificates representing such shares. Thereafter, the Holding
Company shall have full and exclusive power to vote such shares of Bank Common
Stock, to receive dividends thereon and to exercise all rights of an owner
thereof.
3.2 At the Effective Time, each share of Bank Common Stock or fraction
thereof issued and outstanding prior to the Effective Time shall, without any
further action by Shareholders, by the Bank, or by the Holding Company,
automatically and by operation of law, be converted into six shares of Holding
Company Common Stock. Holders of the issued and outstanding shares of Bank
Common Stock (except for holders exercising dissenters' rights) shall,
automatically and by operation of law, cease to own such shares and shall
instead become the owners of six number of shares of Holding Company Common
Stock. Thereafter, such persons holding Holding Company Common Stock shall have
full and exclusive power to vote such shares, to receive dividends thereon,
except as otherwise provided herein, and to exercise all rights of an owner
thereof. Notwithstanding any of the foregoing, any Dissenting Shareholder shall
have such rights as provided for in Section 7 hereof and by the laws of the
State of Connecticut.
3.3 At the Effective Time, all previously issued and outstanding
certificates representing shares of Bank Common Stock (the "Old Certificates")
shall automatically and by operation of law cease to represent shares of Bank
Common Stock or any interest therein and each Old Certificate shall instead
represent the ownership by the holder thereof of six (6) shares of Holding
Company Common Stock for each share of Bank Common Stock owned by them. No
holder of an Old Certificate shall be entitled to vote the shares of Bank Common
Stock formerly represented by such certificate, or to receive dividends thereon,
or to exercise any other rights of ownership in respect thereof.
Section 4. Employee Stock Purchase Plan.
4.1 At the Effective Time, the Holding Company shall automatically and
without further action on its part adopt and assume the rights and obligations
of the Bank under the Bank's 1996 Employees Stock Purchase, Plan (the "ESPP")
which was terminated on December 31, 1997. However, options granted pursuant to
the ESPP are still outstanding. The ESPP shall, pursuant to its terms,
thereafter apply only to shares of Holding Company Common Stock in the same
manner as they therefore applied to shares of Bank Common Stock.
<PAGE>
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4.2 At the Effective Time, all options then outstanding under the ESPP,
which immediately prior thereto had given the holder thereof the right to
purchase shares of Bank Common Stock shall, automatically and without further
action on the part of the holder thereof, be converted into options giving the
holder thereof the right to purchase six (6) shares of Holding Company Common
Stock at the same exercise price, and in accordance with such other terms and
conditions, as pertained under the options outstanding under the ESPP
immediately prior to the Effective Time.
Section 5. Actions After the Effective Time.
As soon as practicable and in any event not more than thirty days after
the Effective Time:
5.1 The Holding Company shall deliver to the transfer agent for the
Bank and the Holding Company (the "Transfer Agent"), as agent for the holders of
the Old Certificates (other than Old Certificates representing shares of Bank
Common Stock as to which Dissenting Shareholders' appraisal rights shall have
been properly exercised, if any), a certificate or certificates for the
aggregate number of shares of Holding Company Common Stock (the "New
Certificates"), to which such holders shall be entitled. Until so surrendered,
each Old Certificate shall be deemed, for all corporate purposes, to evidence
the ownership of the number of shares of Holding Company Common Stock which the
holder thereof would be entitled to receive upon its surrender, except that the
Holding Company may in its sole discretion, deny the holders of such shares
voting rights thereon and withhold from the holder of shares represented by such
Old Certificate, distribution of any or all dividends declared by the Holding
Company on such shares until such time as such Old Certificate shall be
surrendered in exchange for one or more New Certificates, at which time
dividends so withheld by the Holding Company with respect to such shares shall
be delivered (without interest thereon and less the amount of taxes, if any,
which may have been imposed or paid thereon or which are required by law to be
withheld in respect thereof), to the shareholder to whom such New Certificates
are issued.
5.2 If any certificate for shares of Holding Company Common Stock is to
be issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of the issuance thereof
that the certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer as the Holding Company in its sole discretion may
specify and that such transfer otherwise be proper and that the person
requesting such transfer pay to the Transfer Agent any transfer or other taxes
or other fee payable by reason of the issuance of such New Certificate in any
name other than the registered holder of the certificate surrendered, or
establish to the satisfaction of the Transfer Agent that such tax has been paid
or is not payable or that any fee has been paid to the party to which it is due
and waived by such party.
5.3 The Holding Company, in accordance with applicable law, shall
provide written notice to the holders of all Old Certificates, specifying the
Effective Time of this Plan of Reorganization and notifying such holders that
they may present their Old Certificates to the Transfer Agent for exchange. Such
notice shall be given by mail to such holders at their last known addresses as
contained on the Bank's records.
<PAGE>
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Section 6. Conditions Precedent.
6.1 The Plan of Reorganization and the transactions provided for herein
shall not become effective unless all of the following conditions shall have
occurred, none of which may be waived:
(a) This Plan of Reorganization and the transactions contemplated
hereby shall have been approved by the affirmative vote of at least two-thirds
of the issued and outstanding voting Shares of Bank Common Stock at the Annual
Meeting or at any adjournment thereof.
(b) The Plan of Reorganization shall have been approved by the Banking
Commissioner, and the Reorganization and the other transactions contemplated
hereby shall have been approved by any other bank regulatory agency of competent
jurisdiction, and all notice and waiting periods after the granting of any such
approval shall have expired.
(c) The Holding Company shall have filed an application with the Board
of Governors of the Federal Reserve System ("FRB") pursuant to section 3(a)(1)
of the Bank Holding Company Act of 1956, as amended, and the FRB shall have
approved the application of the Holding Company to become a bank holding company
upon consummation of the Reorganization and any and all applicable waiting
periods shall have expired.
(d) The Bank shall, with the cooperation of the Holding Company, have
taken all action necessary to file with the Federal Deposit Insurance
Corporation (the "FDIC") in accordance with the FDIC's rules and regulations, a
proxy statement/prospectus (the "Proxy Statement") relating to the Annual
Meeting and the Proxy Statement shall have been mailed to the Bank's
Shareholders in accordance with such rules and regulations.
(e) Unless otherwise waived, all approvals from any other state or
federal government agency having jurisdiction for the lawful consummation of the
transactions contemplated by this Plan of Reorganization shall have been
obtained, all conditions imposed by such regulatory approvals shall have been
satisfied, and all waiting periods required in connection with such approvals
shall have expired.
(f) The Shares of Holding Company Common Stock to be issued to holders
of Bank Common Stock pursuant to the Plan of Reorganization shall have been
registered or qualified for such issuance without registration to the extent
required under the Securities Act of 1933 and under all applicable federal and
state securities laws and regulations.
(g) The Bank shall have received an opinion from its counsel with
respect to the tax consequences of the transaction.
(h) Each of the persons, if any, who are deemed to be affiliates of the
Bank for purposes of Rule 145 promulgated under the Securities Act shall have
delivered to the holding company a letter in such form as is satisfactory to the
Bank and its counsel.
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(i) The Plan of Reorganization shall have been filed with the Secretary of
the State of Connecticut after approval by the Commissioner.
Section 7. Rights of Dissenting Shareholders.
7.1 "Dissenting Shareholders" shall mean those holders of Bank Common
Stock who file with the Bank, before the taking of the vote on this Plan of
Reorganization and the transactions contemplated hereby, written objection
thereto, in accordance with the procedure set forth in Section 36a-181(c) of the
Connecticut General Statutes, which written objection states that they intend to
demand payment for their shares of Bank Common Stock if the Reorganization is
consummated and whose shares are not voted in favor of the Reorganization.
7.2 Dissenting Shareholders who comply with the provisions of Section
36a-181(c) of the Connecticut General Statutes and all other applicable
provisions of law shall be entitled to receive from the Bank payment of the
value of their shares of Bank Common Stock upon surrender by such holders of the
certificates which previously represented shares of Bank Common Stock.
Certificates so obtained by the Bank, upon payment of the value of such shares
as provided by law, shall be canceled. Shares of Holding Company Common Stock to
which Dissenting Shareholders would have been entitled had they not dissented,
shall be deemed to constitute authorized but unissued shares of Holding Company
Common Stock and may be sold or otherwise disposed of by the Holding Company at
the discretion of, and at such time and on such terms as may be fixed by, its
Board of Directors.
Section 8. Termination, Abandonment, Amendment and Waiver.
8.1 This Plan of Reorganization may be abandoned or terminated by
either the Bank or the Holding Company, in the sole discretion of each entity,
at any time before the Effective Time in the event that:
(a) The number of shares of Bank Common Stock owned by Dissenting
Shareholders, as defined in Section 7 hereof, shall make consummation of the
transactions contemplated by the Plan of Reorganization inadvisable in the
opinion of the Bank or the Holding Company;
(b) Any action, suit, proceeding or claim has been instituted, made or
threatened relating to this Plan of Reorganization which shall make consummation
of the transactions contemplated by the Plan of Reorganization inadvisable in
the opinion of the Bank or the Holding Company;
(c) The Reorganization shall not have been consummated by December 31,
1998; or
(d) For any other reason consummation of the transactions contemplated by
the Plan of Reorganization is inadvisable in the opinion of the Bank or the
Holding Company.
8.2 In the event of termination or abandonment of the Plan of
Reorganization in any manner, the Plan of Reorganization shall be terminated and
shall be of no further force or effect and there shall be no liability hereunder
or on account of such abandonment or termination on the part of the
<PAGE>
-7-
Bank or the Holding Company or the Directors, officers, employees, agents or
shareholders of either entity. In the event of such abandonment or termination
of the Plan of Reorganization, the Bank shall pay all expenses incurred in
connection with the Plan of Reorganization and the proposed transactions
contemplated hereby. If either party hereto gives written notice of abandonment
or termination to the other party pursuant to this, the party giving such
written notice shall simultaneously furnish a copy thereof to the Banking
Commissioner.
8.3 The Plan of Reorganization may be amended by the parties hereto, by
action taken by or on behalf of their respective Boards of Directors, at any
time before or after approval of the Reorganization by the Shareholders of the
Bank; provided, however, that any material change in the amount or form of the
consideration provided pursuant to the Plan of Reorganization subsequent to the
approval thereof by Shareholders shall require the additional approval of
Shareholders of any such material change or amendment, and, provided further,
that after the initial Shareholder approval, no such amendment shall be
submitted for the approval of Shareholders which has the effect of reducing the
amount or change the form of the consideration to be delivered to the Bank's
Shareholders as contemplated by the Plan of Reorganization. The Plan of
Reorganization may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.
Section 9. Governing Law.
9.1 The Plan of Reorganization shall be governed by and construed in
accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties have executed the Plan of
Reorganization as of the date first written above.
SALISBURY BANK AND TRUST COMPANY
/s/ MARGARET M. WILCOX By: /s/ JOHN F. PEROTTI
- - ------------------------------ ---------------------------------
Margaret M. Wilcox John F. Perotti
Its Secretary Its President and
Chief Executive Officer
SALISBURY BANCORP, INC.
/s/ CRAIG E. TOENSING By: /s/ JOHN F. PEROTTI
- - ------------------------------ ---------------------------------
Craig E. Toensing John F. Perotti
Its Secretary Its President and
Chief Executive Officer
<PAGE>
EXHIBIT 3.1
Certificate of Incorporation of Salisbury Bancorp, Inc.
<PAGE>
CERTIFICATE OF INCORPORATION OF SALISBURY BANCORP, INC.
FIRST: Corporate Name. The name of the Corporation is Salisbury
Bancorp, Inc. The principal office of the Corporation shall be located in the
Town of Lakeville, County of Litchfield and State of Connecticut.
SECOND: Powers. The nature of the business to be transacted, and the
purposes to be promoted, carried out or engaged in by the Corporation are the
following activities:
(A) To acquire, invest in, or hold stock in any subsidiary permitted
under the Bank Holding Company Act of 1956 or Sections 36a-180 et
seq. of the Connecticut General Statutes, as such statutes may be
amended from time to time, and to engage in any other enterprise
or activity which may be lawfully conducted by a bank holding
company under said statutes; and
(B) To engage generally in any business that may be conducted and
carried on by a corporation organized under the Connecticut
Business Corporation Act.
THIRD: Capital Stock. The amount of the capital stock of the
Corporation hereby authorized is three million (3,000,000) shares of Common
Stock, par value $.10 per share.
Each holder of shares of Common Stock shall be entitled to one vote for
each share held by such holder. There shall be no cumulative voting rights in
the election of directors. Each share of Common Stock shall have the same
relative rights as and be identical in all respects with all other shares of
Common Stock.
No shareholder of the Corporation shall by reason of his holding shares of
capital stock of the Corporation have any preemptive or preferential rights to
purchase or subscribe to any share of any class of stock of the Corporation, now
or hereafter to be authorized, or to any notes, debentures, bonds or other
securities (whether or not convertible into or carrying options or warrants to
purchase shares of any class of capital stock) now or hereafter to be
authorized, excepting only such preemptive or preferential rights, warrants or
options as the Board of Directors in its discretion may grant from time to time;
and the Board of Directors may issue shares of any class of stock of the
Corporation, or any notes, debentures, bonds or other securities (whether or not
convertible into or carrying rights, options or warrants to purchase shares of
any class of capital stock) without offering any such shares to the existing
Shareholders of the Corporation.
FOURTH: Quorum. Unless otherwise provided in this Certificate of
Incorporation or in the bylaws of the Corporation, to constitute a quorum for
the transaction of business on any matter at a meeting of the shareholders,
there must be present, in person or by proxy, a majority of the shares of voting
stock of the Corporation entitled to vote thereon. The shareholders present at a
duly held meeting at which a quorum is present may continue to transact business
notwithstanding the withdrawal of enough shares to leave less than a quorum.
FIFTH: Directors; Bylaws. All the powers of the Corporation, insofar as
the same may be lawfully vested by this Certificate of Incorporation in the
Board of Directors, are hereby conferred upon the Board of Directors of the
Corporation. In furtherance and not in limitation of that power,
<PAGE>
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the Board of Directors shall have the power to make, adopt, alter, amend and
repeal from time to time Bylaws of the Corporation, subject to the right of the
shareholders entitled to vote with respect thereto to adopt, alter, amend and
repeal Bylaws made by the Board of Directors. Any shareholder action effecting
an amendment or repeal of or an adoption of a provision inconsistent with the
Corporation's Bylaws shall require (i) the affirmative vote of the holders of
not less than sixty percent (60%) of the voting power of the issued and
outstanding shares entitled to vote for the election of Directors, and (ii) if
there is an Interested Shareholder (as defined in Article Sixth), the
affirmative vote of not less than sixty percent (60%) of the voting power of the
issued and outstanding shares entitled to vote for the election of Directors
held by shareholders other than the Interested Shareholder.
The business, property and affairs of the Corporation shall be managed
by and under the direction of its Board of Directors. The number of directors
shall be not less than seven (7) and not more than twelve (12) as fixed from
time to time by the Board of Directors pursuant to the Corporation's Bylaws.
The Board of Directors shall be divided into three classes, as nearly
equal in number as possible. At each annual meeting of the shareholders of the
Corporation, the successors of the class of directors whose terms expire at that
meeting shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year following their year of election.
Each director shall hold office until his successor shall have been duly elected
and qualified. The election of directors need not be by ballot unless the Bylaws
so provide. No decrease in the number of directors shall shorten the term of any
incumbent director.
The names of those persons of each class to serve initially on the
Board of Directors and the year of expiration of their respective initial terms
(which should expire on the date of the annual meeting in the year shown below)
shall be as follows:
Class One: 1999 John R. H. Blum
Louise F. Brown
Anna Whitbeck
Class Two: 2000 Gordon C. Johnson
Holly J. Nelson
John E. Rogers
Walter C. Shannon, Jr.
Class Three: 2001 John F. Perotti
Craig E. Toensing
Michael A. Varet
The terms, classifications, qualifications, and election of the Board of
Directors, and the method of filling vacancies thereon shall be as provided
herein and in the Bylaws.
<PAGE>
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SIXTH: Business Combinations. The shareholder vote required to approve
any Business Combination shall be as set forth in this Article Sixth. The term
"Business Combination" is used as defined in Section B of this Article Sixth.
All other capitalized terms used in this Article Sixth not otherwise defined in
this Article Sixth or elsewhere in this Certificate of Incorporation are used as
defined in Section D of this Article Sixth, provided however, that capitalized
terms defined in this Article Sixth shall, for purposes of this Article Sixth,
be used as defined herein.
A. Higher Vote for Business Combinations. In addition to any
affirmative vote required by law or this Certificate of Incorporation, and
except as otherwise expressly provided in Section C of this Article Sixth:
1. any merger or consolidation of the Corporation or any Subsidiary
with (a) any Interested Shareholder or (b) any other corporation (whether or not
itself an Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate or Associate of an Interested Shareholder
that was an Interested Shareholder prior to the transaction; or
2. any sale, lease, exchange, mortgage, pledge, transfer or other
disposition other than in the usual and regular course of business, in one
transaction or a series of transactions in any twelve-month period to or with
any Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder, other than the Corporation or any of its Subsidiaries of any assets
of the Corporation or any subsidiary having, measured at the time the
transaction or transactions are approved by the Board of Directors of the
Corporation, an aggregate book value as of the end of the Corporation's most
recent fiscal quarter of ten percent (10%) or more of the total Market Value of
the outstanding shares of the Corporation or of its retained earnings as of the
end of its most recent fiscal quarter; or
3. the issuance or transfer by the Corporation or any Subsidiary in one
transaction or a series of transactions, of any equity securities of the
Corporation or any Subsidiary having an aggregate Market Value of five percent
(5%) or more of the total Market Value of the outstanding shares of the Common
Stock of the Corporation to any Interested Shareholder or any Affiliate or
Associate of any Interested Shareholder, other than the Corporation or any of
its Subsidiaries, except pursuant to the exercise of warrants, rights or options
to subscribe to or purchase securities offered, issued or granted pro rata to
all holders of the Voting Stock of the Corporation or any other method affording
substantially proportionate treatment to the holders of Voting Stock; or
4. the adoption of any resolution for the liquidation or dissolution of
the Corporation or any Subsidiary proposed by or on behalf of an Interested
Shareholder or any Affiliate or Associate of any Interested Shareholder, other
than the Corporation or any of its Subsidiaries; or
5. any reclassification of securities, including any reverse stock
split, or recapitalization of the Corporation, or any merger, consolidation or
share exchange of the Corporation with any of its Subsidiaries which has the
effect, directly or indirectly, in one transaction or a series of transactions,
of increasing by five percent (5%) or more of the total number of outstanding
shares, the proportionate amount of the outstanding shares of any class of
equity or convertible securities of the Corporation or any Subsidiary which is
directly or indirectly owned by any Interested Shareholder or any Affiliate; or
Associate of any Interested Shareholder, other than the Corporation or any of
its Subsidiaries; or
<PAGE>
-4-
6. the receipt, directly or indirectly, by any Interested Shareholder
or any Affiliate or Associate of any Interested Shareholder, of any loans,
advances, guarantees, pledges or other financial assistance, or any tax credits
or other tax advantage, provided by or through the Corporation or any of its
Subsidiaries, except proportionately as a Shareholder of the Corporation; shall
first be approved by the Board of Directors and then be approved by the
affirmative vote of (i) the holders of at least eighty percent (80%) of the
voting power of the then outstanding shares of Voting Stock of the Corporation,
and (ii) the holders of at least two-thirds (2/3) of the voting power of the
then outstanding shares of Voting Stock, exclusive of any shares of Voting Stock
held by or on behalf of such Interested Shareholder or any Affiliate or
Associate of such Interested Shareholder. Such affirmative votes shall be
required notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law, in any agreement with any national
securities exchange, or otherwise.
B. Definition of "Business Combination". The term "Business
Combination" as used in this Article Sixth shall mean any transaction which is
referred to in any one or more of paragraphs 1 through 6 of Section A of this
Article Sixth.
C. When Higher Vote is Not Required. The provisions of Section A of
this Article Sixth shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote as is required by law, any other provision of this Certificate of
Incorporation, or otherwise, if in the case of any Business Combination defined
in paragraph 1 of Section A of this Article Sixth the conditions specified in
either of the following paragraphs 1 or 2 are met, or in the case of any other
Business Combination the condition specified in the following paragraph 1 is
met:
1. Approval by Board of Directors. If such Business Combination
involves transactions with a particular Interested Shareholder or its existing
or future Affiliates, or Associates, such Business Combination shall have been
approved by a resolution of the Board of Directors at any time prior to the time
that the Interested Shareholder first became an Interested Shareholder.
2. Price and Procedure Requirements. All of the following conditions
shall have been met:
(a) The aggregate amount of the cash and the Market Value as of the
Valuation Date of the consideration other than cash to be received per share by
holders of Common Stock in such Business Combination shall be an amount at least
equal to the highest of the following (it being intended that the requirements
of this paragraph (a) shall be required to be met with respect to all shares of
Common Stock outstanding, whether or not the Interested Shareholder has
previously acquired any shares of the Common Stock):
(i) the highest per share price, including any brokerage
commissions, transfer taxes and soliciting dealers' fees, paid
by the Interested Shareholder for any shares of Common Stock
acquired by it (1) within the two-year period immediately
prior to the first public announcement of the proposed
Business Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Shareholder,
whichever is higher; or
<PAGE>
-5-
(ii) the Market Value per share of Common Stock on the Announcement
Date or on the date on which the Interested Shareholder became
an Interested Shareholder (the "Determination Date"),
whichever is higher; or
(iii) the price per share equal to the Market Value per share of
Common Stock determined pursuant to subsection (a)(ii) hereof,
multiplied by the fraction of (1) the highest per share price,
including any brokerage commission, transfer taxes and
soliciting dealers' fees, paid by the Interested Shareholder
for any shares of Common Stock acquired by it within the
two-year period immediately prior to the Announcement Date,
over (2) the Market Value per share of Common Stock on the
first day in such two-year period on which the Interested
Shareholder acquired any shares of Common Stock.
(b) The consideration to be received by holders of Common Stock shall
be in cash or in the same form as the Interested Shareholder has previously paid
for shares of such class or series of Stock. If the Interested Shareholder has
paid for shares of Stock with varying forms of consideration, the form of
consideration for such Stock shall be either cash or the form used to acquire
the largest number of shares of such Stock previously acquired by it.
(c) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business Combination: (i)
there shall have been no reduction in the annual rate of dividends paid on the
Common Stock; and there shall have been an increase in such annual rate of
dividends as necessary to reflect any reclassification including any reverse
stock split, recapitalization, reorganization or any similar transaction which
has the effect of reducing the number of outstanding shares of Common Stock; and
(ii) such Interested Shareholder shall not have become the beneficial owner of
any additional shares of Stock except as part of the transaction which resulted
in such Interested Shareholder becoming an Interested Shareholder or by virtue
of proportionate stock splits or stock dividends.
The provisions of subdivision (c)(i) of this subsection do not apply if
no Interested Shareholder and no Affiliate or Associate of any Interested
Shareholder voted as a director of the Corporation in a manner inconsistent with
such subdivision and the Interested Shareholder, within ten (10) days after any
act or failure to act inconsistent with such subdivision, notifies the Board of
Directors of the Corporation in writing that the Interested Shareholder
disapproves thereof and requests in good faith that the Board of Directors
rectify such act or failure to act.
(d) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the benefit,
directly or indirectly, except proportionately as a shareholder, of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided by the Corporation or any of its Subsidiaries,
whether in anticipation of or in connection with such Business Combination or
otherwise.
<PAGE>
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(e) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, or any subsequent provisions
replacing such Act, rules or regulations, shall be mailed to the shareholders of
the Corporation at least thirty (30) days prior to the consummation of such
Business Combination, whether or not such proxy or registration statement is
required to be mailed pursuant to such Act or subsequent provisions.
D. Definitions. For the purposes of this Article Sixth:
1. "Affiliate" means a person that directly or indirectly through one
or more intermediaries controls, or is controlled by, or is under common control
with, a specified person.
2. "Associate", when used to indicate a relationship with any person,
means: (1) any domestic or foreign corporation or organization, other than the
Corporation or a subsidiary of the Corporation, of which such person is an
officer, director or partner or is, directly or indirectly, the beneficial owner
of ten percent (10%) or more of any class of equity securities; (2) any trust or
other estate in which such person has a substantial beneficial interest or as to
which such person serves as a trustee or in a similar fiduciary capacity; and
(3) any relative or spouse of such person, or any relative of such spouse, who
has the same home as such person or who is a director or officer of the
Corporation or any of its Affiliates.
3. "Beneficial Owner", when used with respect to any Voting Stock,
means a person:
(a) which, or any of its Affiliates or Associates of which,
beneficially owns Voting Stock directly or indirectly; or
(b) which has (i) the right to acquire Voting Stock, whether such right
is exercisable immediately or only after passage of time (or upon the occurrence
of a special event), pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights, warrants or options, or
otherwise; or (ii) the right to vote or direct the voting of Voting Stock
pursuant to any agreement, arrangement or understanding; or (iii) the right to
dispose of or to direct the disposition of Voting Stock pursuant to any
agreement, arrangement or understanding; or
(c) which, or any of its Affiliates or Associates of which, has an
agreement, arrangement or understanding for the purposes of acquiring, holding,
voting or disposing of Voting Stock with any other person that beneficially
owns, or whose Affiliates or Associates beneficially own, directly or
indirectly, such shares of Voting Stock.
4. "Interested Shareholder" means any person, other than the
Corporation or any Subsidiary, who or which:
(a) is the beneficial owner, directly or indirectly, of ten percent
(10%) or more of the voting power of the then outstanding Voting Stock; or
<PAGE>
-7-
(b) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of ten percent (10%) or more of the combined
voting power of the then outstanding Voting Stock; or
(c) is an assignee of or has otherwise succeeded to any shares of
Voting Stock which were at any time within the two-year period immediately prior
to the date in question beneficially owned by any person described in (1) or (2)
above, if such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving one of the following: a
public offering within the meaning of the Securities Act of 1933, a transfer of
shares on the open market, or a transfer of shares made with the approval of the
Connecticut Banking Commissioner.
5. For the purposes of determining whether a person is an Interested
Shareholder pursuant to paragraph 4 of this Section D, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph 3 of this Section D, but shall not include any other
shares of Voting Stock which may be issuable to persons other than the person in
question pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.
6. "Market Value" as of any date means: (a) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the composite tape for New York
Stock Exchange-Listed Stocks, or, if such stock is not quoted on the composite
tape, on the New York Stock Exchange, or, if such stock is not listed on such
exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or, if such
stock is not listed on any such exchange, the highest closing bid or last sale
quotation with respect to a share of such stock during the 30-day period
preceding the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any similar system then in use, or
if no such quotations are available, the fair market value on the date in
question of a share of such stock as determined by a majority of the Board of
Directors in good faith; and (b) in the case of property other than cash or
stock, the fair market value of such property on the date in question as
determined by a majority of the Board of Directors in good faith.
7. A "Person" means any natural person, company, partnership, trust,
unincorporated organization or other entity, and any two or more of the
foregoing acting together or in concert.
8. "Subsidiary" means any corporation of which Voting Stock having a
majority of the votes entitled to be cast is owned, directly or indirectly, by
the Corporation.
9. "Valuation Date" means: (a) for a Business Combination voted on by
shareholders, the later of the day prior to the date of the shareholders' vote
or the date twenty (20) days prior to the consummation of the Business
Combination; and (b) for a Business Combination not voted upon by the
shareholders, the date of the consummation of the Business Combination.
10. "Voting Stock" means the then outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors.
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11. In the event of any Business Combination in which the Corporation
is the surviving corporation, the phrase "consideration other than cash to be
received" as used in paragraph B(i) and B(ii) of Section 3 of this Article Sixth
shall include the shares of Common Stock and/or the shares of any other class or
series of outstanding Voting Stock retained by the holders of such shares.
E. Powers of the Board of Directors. A majority of the Board of
Directors of the Corporation shall have the power and duty to determine, on the
basis of information known to them after reasonable inquiry, all facts necessary
to determine compliance with this Article Sixth, including without limitation
(1) whether a person is an Interested Shareholder, (2) the number of shares of
Voting Stock beneficially owned by any person; (3) whether a person is an
Affiliate or Associate of another; and (4) whether the requirements of paragraph
2 of Section C have been met with respect to any Business Combination; and the
good faith determination of a majority of the Board of Directors on such matters
shall be conclusive and binding for all the purposes of this Article Sixth.
F. No Effect on Fiduciary Obligations of Interested Shareholders.
Nothing contained in this Article Sixth shall be construed to relieve the Board
of Directors or any Interested Shareholder from any fiduciary obligation imposed
by law.
SEVENTH: Special Meeting of Shareholders. Special meetings of
Shareholders may be called at any time but only by the Chairman, the President
or a majority of the Board of Directors of the Corporation, unless otherwise
required by law.
EIGHTH: Vacancies on the Board. Vacancies created by an increase in the
number of directorships shall be filled for the unexpired term by action of the
Board of Directors. Vacancies occurring by reason other than by an increase in
the number of directorships shall be filled for the unexpired term by a
concurring vote of a majority of the Directors remaining in office even though
the number of Directors at the meeting may be less than a quorum and even though
such majority may be less than a quorum. Any Director elected in accordance with
the preceding sentence shall hold office until the next meeting at which
Directors are elected and until such Director's successor shall have been
elected and qualified or until there is a decrease in the number of Directors.
No decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
NINTH: Director Liability. The personal liability to the Corporation or
its shareholders of a person who is or was a director of the Corporation for
monetary damages for breach of duty as a director shall be limited to the amount
of the compensation received by the director for serving the Corporation during
the year of the violation if such breach did not (1) involve a knowing and
culpable violation of law by the director, (2) enable the director or an
associate, as defined in Section 33-840 or any similar successor provision of
the Connecticut General Statutes, to receive an improper personal economic gain,
(3) show a lack of good faith and a conscious disregard for the duty of the
director to the Corporation under circumstances in which the director was aware
that his conduct or omission created an unjustifiable risk of serious injury to
the Corporation, (4) constitute a sustained and unexcused pattern of inattention
that amounted to an abdication of the director's duty to the Corporation, or (5)
create liability under Section 33-757, as amended, or Section 36a-58 of the
Connecticut General Statutes. This paragraph shall not limit or preclude the
liability of a person who is or was a director for any act or omission occurring
prior to the effective date hereof. Any
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lawful repeal or modification of this paragraph or the adoption of any provision
inconsistent herewith by the Board of Directors and the shareholders of the
Corporation shall not, with respect to a person who is or was a director,
adversely affect any limitation of liability, right or protection existing at or
prior to the effective date of such repeal, modification or adoption of a
provision inconsistent herewith.
TENTH: Removal of Directors. Any Director may be removed from office at
any time for cause by the affirmative vote of at least two-thirds (2/3) of the
Directors then in office.
ELEVENTH: Nominations for Director. Not less than twenty (20) days
advance notice of nominations for the election of Directors, other than by the
Board of Directors or a committee thereof, shall be given in the manner provided
in the Bylaws.
TWELFTH: Action by Shareholders. Any action required or permitted to be
taken by the shareholders of the Corporation must be effected at a duly called
annual or special meeting of such holders and may not be effected by any consent
in writing by such shareholders.
THIRTEENTH: Any direct or indirect purchase or other acquisition by the
Corporation of any Equity Security (as hereinafter defined) of any class from
any Interested Securityholder (as hereinafter defined) who has beneficially
owned such securities for less than two years prior to the date of such purchase
or any agreement in respect thereof shall, except as hereinafter expressly
provided, require the affirmative vote of the holders of at least a majority of
the voting power of the issued and outstanding shares entitled to vote generally
in the election of directors (the "Voting Stock"), excluding Voting Stock
beneficially owned by such Interested Securityholder, voting together as a
single class (it being understood that for the purposes of this Article
Thirteenth, each share of the Voting Stock shall have the number of votes
granted to it pursuant to Article Third of this Certificate of Incorporation).
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser percentage may be specified, by law or any
agreement with any national securities exchange, or otherwise, but no such
affirmative vote shall be required with respect to any purchase or other
acquisition of securities made as part of a tender or exchange offer by the
Corporation to purchase securities of the same class made on the same terms to
all holders of such securities and complying with the applicable requirements of
the Securities Exchange Act of 1934 and the rules and regulations thereunder (or
any subsequent provisions replacing such Act, rules or regulations).
For the purposes of this Article Thirteenth:
A. A "person" shall mean any individual, firm, corporation or other
entity.
B. "Interested Securityholder" shall mean any person (other than the
Corporation or any corporation of which a majority of any class of Equity
Security is owned, directly or indirectly, by the Corporation) who or which
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(i) is the beneficial owner, directly or indirectly, of three
percent (3%) or more of the class of securities to be
acquired; or
(ii) its an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was
the beneficial owner, directly or indirectly, of three percent
(3%) or more of the class of securities to be acquired; or
(iii) is an assignee or has otherwise succeeded to any shares of the
class of securities to be acquired which were at any time
within the two-year period immediately prior to the date in
question beneficially owned by an Interested Securityholder,
if such assignment or succession shall have occurred in the
course of a transaction or transactions not involving a public
offering within the meaning of the Securities Act of 1933.
C. A "person" shall be a "beneficial owner" of any security of any
class of the Corporation.
(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or
indirectly; or
(ii) which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to
any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (b) any right to vote pursuant to
any agreement, arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by any
person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for
the purposes of acquiring, holding, voting or disposing of any
security of any class of the Corporation.
D. For the purposes of determining whether a person is an Interested
Securityholder pursuant to paragraph B of this Article Thirteenth, the relevant
class of securities outstanding shall be deemed to comprise all such securities
deemed owned through application of paragraph C of this Article Thirteenth, but
shall not include other securities of such class which may be issuable pursuant
to any agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect as of the date hereof.
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F. "Equity Security" shall have the meaning ascribed to such term in
Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect as of the
date hereof.
FOURTEENTH: Approval for Certain Acquisitions and Offers to Acquire
Voting Stock. No person, acting singly or together with any Affiliates,
Associates or group of persons acting in concert with such person, shall acquire
ten percent (10%) or more of the issued and outstanding stock of the Corporation
entitled to vote for the election of directors ("Voting Stock") at any time,
unless (a) such acquisition has been approved prior to its consummation by the
affirmative vote of the holders of at least two-thirds (2/3) of the outstanding
Voting Stock entitled to vote at a duly constituted meeting of shareholders
called for such purpose, and (b) all federal and state regulatory approvals
required under the Change in Bank Control Act of 1978 (the "Change in Control
Act"), the Bank Holding Company Act of 1956 (the "Holding Company Act") and any
similar Connecticut law (including but not limited to the Connecticut Bank
Holding Company and Bank Acquisition Act) and in the manner provided by all
applicable regulations of the Federal Deposit Insurance Corporation (the
"FDIC"), the Federal Reserve Board (the "FRB") and the Connecticut Banking
Commissioner have been obtained (or, as applicable, with regard to each such
agency, any required filings have not been disapproved within the applicable
time period). Notwithstanding any provision of this Certificate of
Incorporation, nothing in this Certificate shall be construed to restrict any
authority of the Connecticut Banking Commissioner to authorize an acquisition as
provided in the Connecticut Bank Holding Company and Bank Acquisition Act. The
Corporation shall be entitled to institute a private right of action to enforce
such statutory and regulatory provisions.
Moreover, no person may make an offer to acquire ten percent (10%) or
more of the then outstanding Voting Stock of the Corporation unless such person
has notified the Board of Directors of the Corporation in writing of its
intention to do so and the Board of Directors has not, within fifteen (15) days
after receipt of such notice, disapproved such offer before the offer is made,
and obtained prior approval of the acquisition by the FDIC or the FRB and the
Banking Commissioner (or, as applicable, with regard to each such agency, any
required filings with such regulatory agency have been made in a timely fashion
and the action or proposed action set forth therein has not been disapproved
within applicable time period).
All shares of Voting Stock owned by any person violating the foregoing
provisions of this Article Fourteenth shall be considered from and after the
date of the acquisition by such Person to be "excess shares" to the extent such
shares exceed ten percent (10%) of the Voting Stock issued and outstanding. Such
excess shares shall thereafter no longer be entitled to vote on any matter or to
take other shareholder action or be counted in determining the total number of
outstanding shares for purposes of any matter involving shareholder action, and
the Board of Directors may cause such excess shares to be transferred to an
independent trustee for sale on the open market or otherwise, with the expenses
of such trustee to be paid out of the proceeds from such sale.
The term "person" shall include any individual, group acting in
concert, firm, corporation, partnership, association, joint stock company,
trust, unincorporated organization thereof, syndicate, or other entity.
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When any person, directly or indirectly, acquires beneficial ownership
of more than ten percent (10%) of the then outstanding voting stock of the
Corporation without the prior written approval of said Commissioner as required
by this Article Fourteenth, any voting stock beneficially owned by said person
in excess of said ten percent (10%) shall not be counted as shares of voting
stock entitled to notice, to vote or to take any other shareholder action and
shall not be voted by any person or be counted in determining the total number
of outstanding shares for purposes of any matter involving shareholder action.
The term "group acting in concert" includes persons seeking to combine
or pool their voting or other interests in the securities of the Corporation for
a common purpose, pursuant to any contract, trust, understanding, relationship,
agreement, or other arrangement, whether written or otherwise.
The term "offer" includes every offer to buy or acquire, solicitation
of an offer to sell, tender offer for, or request or invitation for tender of, a
security or interest in a security for value.
FIFTEENTH: Considerations for Merger, Consolidation or Other Offers.
The Board of Directors of the Corporation, when evaluating any tender or
exchange offer for stock of the Corporation, offer or proposal to merge or
consolidate the Corporation with another institution, or an offer or proposal to
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, shall, in connection with the exercise of its
judgment in determining what is in the best interests of the Corporation and its
shareholders, give due consideration to all relevant factors, including without
limitation (1) the long-term as well as the short-term interests of the
Corporation, (2) the interests of the shareholders, long-term as well as
short-term, including the possibility that those interests may be best served by
the continued independence of the Corporation, (3) the interests of the
Corporation's employees, customers, creditors and suppliers, and (4) community
and societal considerations including those of any community in which any office
or other facility of the Corporation is located. A director may also in his
discretion consider any other factors he reasonably considers appropriate in
determining what he reasonably believes to be in the best interests of the
Corporation. A person who performs his duties in accordance with this subsection
shall be deemed to have no liability by reason of being or having been a
director of the Corporation.
SIXTEENTH: Limitations on Certain Combination Transactions.
1. All capitalized terms used in this Article Sixteenth not otherwise
defined elsewhere in this Certificate of Incorporation are used as defined in
Section 4 of this Article Sixteenth, provided however, that capitalized terms
defined in this Article Sixteenth and in Article Sixth or Article Thirteenth
shall, for the purposes of this Article Sixteenth, be used as defined herein.
2. In addition to, and without regard to any restrictions or
limitations on Business Combinations, as defined in Article Sixth, the
Corporation shall not engage in any Combination Transaction with an Interested
Stockholder for a period of five years following such Interested Stockholder's
Stock Acquisition Date unless (i) such Combination Transaction or (ii) the
purchase of Stock by such Interested Stockholder on such Interested
Stockholder's Stock Acquisition Date, is approved, prior to such Interested
Stockholder's Stock Acquisition Date, by a resolution of the Board of Directors
and by a majority of the Corporation's Directors who are not employees of the
Corporation, of which there must be at least two.
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3. If a good faith proposal is made in writing to the Board of
Directors regarding a proposed Combination Transaction, the Board of Directors
shall respond, in writing, within forty-five days or such shorter period, if
any, as may be required by the Exchange Act, setting forth its reasons for its
decision regarding such proposal. If a good faith proposal to purchase Stock is
made in writing to the Board of Directors, the Board of Directors shall be
deemed to have disapproved such Stock purchase unless it responds affirmatively
in writing within forty-five days or such shorter period, if any, as may be
required by the Exchange Act.
4. A majority of the Board of Directors of the Corporation shall have
the power and duty to determine, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with this
Article Sixteenth, including without limitation: (a) whether a person is an
Interested Shareholder; (b) the number of shares of Voting Stock beneficially
owned by any person, and (c) whether a person is an Affiliate or Associate of
another; and the good faith determination by a majority of the Board of
Directors on such matters shall be conclusive and binding for all the purposes
of this Article Sixteenth.
5. For the purposes of this Article Sixteenth:
A. "Affiliate" means a person that directly, or indirectly through one
or more intermediaries, Controls or is Controlled By, or is Under Common Control
With, a specified person.
B. "Announcement Date", when used in reference to any Combination
Transaction means the date of the first public announcement of the final,
definitive proposal for such Combination Transaction.
C. "Associate", when used to indicate a relationship with any Person,
means (i) any corporation or organization of which such Person is an officer or
partner or is, directly or indirectly, the Beneficial Owner of ten percent (10%)
or more of any class of Voting Stock, (ii) any trust or other estate in which
such Person has at least a ten percent (10%) beneficial interest or as to which
such Person serves as trustee or in a similar fiduciary capacity, and (iii) any
relative or spouse of such Person, or any relative of such spouse, who has the
same home as such Person.
D. "Beneficial Owner", when used with respect to any Voting Stock,
means a Person:
(i) that, individually or with or through any of its Affiliates or
Associates, beneficially owns such Stock, directly or indirectly;
(ii) that, individually or with or through any of its Affiliates or
Associates, has (a) the right to acquire such Stock, whether such
right is exercisable immediately or only after the passage of time
or upon the occurrence of a specified event, pursuant to any
agreement, arrangement or understanding whether or not in writing,
or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise; provided, a Person shall not be
deemed the Beneficial Owner of Stock tendered pursuant to a tender
or exchange offer made by such Person or any of such Person's
Affiliates or Associates until such tendered Stock is accepted for
purchase or exchange; (b) the right to vote Stock pursuant to any
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agreement, arrangement or understanding whether or not in writing;
provided, a Person shall not be deemed the Beneficial Owner of any
Stock under this subparagraph if the agreement, arrangement or
understanding to vote such Stock arises solely from a revocable
proxy or consent given in response to a proxy or consent
solicitation made in accordance with the applicable rules and
regulations under the Exchange Act and is not then reportable on
Schedule 13D under the Exchange Act or any comparable or successor
report; or (c) the right to dispose of such Stock pursuant to any
agreement, arrangement or understanding whether or not in writing;
or
(iii) that, individually or with or through any of its Affiliates or
Associates, has any agreement, arrangement or understanding
whether or not in writing for the purpose of acquiring, except
pursuant to a tender or exchange offer until such tendered Stock
is accepted for purchase or exchange described in subparagraph
(ii)(a) of this subdivision, holding, voting, except voting
pursuant to a revocable proxy or consent as described in
subparagraph (ii)(b) of this subdivision, or disposing of such
Stock with any other person that beneficially owns, or whose
Affiliates or Associates beneficially own, directly or indirectly,
such Stock.
E. "Combination Transaction", when used in reference to the Corporation
and any Interested Stockholder, means:
(i) any merger or consolidation of the Corporation or any Subsidiary
with or into (a) such Interested Stockholder or (b) any other
corporation whether or not itself an Interested Stockholder which
is, or after such merger or consolidation would be, an Affiliate
or Associate of such Interested Stockholder;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition in one transaction or a series of transactions to or
with such Interested Stockholder or any Affiliate or Associate of
such Interested Stockholder of assets of the Corporation or any
subsidiary (a) having an aggregate market value equal to ten
percent (10%) or more of the aggregate market value of all the
assets, determined on a consolidated basis, of the Corporation,
(b) having an aggregate market value equal to ten percent (10%) or
more of the aggregate market value of all the outstanding Stock of
the Corporation, or (c) presenting ten percent (10%) or more of
the earning power or net income, determined on a consolidated
basis, of the Corporation, except pursuant to a dividend or
distribution paid or made pro rata to the holders of all of the
Corporation's Common Stock and to all holders of the Preferred
Stock, if any, entitled to participate with the holders of the
common stock in the receipt of such dividend or distribution;
(iii) the issuance or transfer by the Corporation or any Subsidiary in
one transaction or a series of transactions of any Stock of the
Corporation or any Subsidiary which has an aggregate market value
equal to five percent (5%) or more of the aggregate market value
of all the outstanding Stock of the Corporation to such Interested
Stockholder or any Affiliate or Associate of such Interested
Stockholder, except (a) pursuant to a dividend or distribution
paid or made pro rata to the holders of the Common Stock
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of the Corporation and to all holders of the Preferred Stock, if
any, of the Corporation entitled to participate with the holders
of Common Stock in the receipt of such dividend or distribution,
or (b) pursuant to the exercise of warrants or rights to purchase
Stock or pursuant to the conversion of convertible securities;
(iv) the adoption of any plan or proposal for the complete or partial
liquidation or dissolution of the Corporation or any Subsidiary,
or declarations or payments of dividends and distributions to the
holders of the Stock of the Corporation in any twelve-month period
having an aggregate market value of more than five percent (5%) of
the aggregate market value of all assets, determined on the
consolidated basis, of the Corporation as of the beginning of such
twelve-month period, which plan or proposal is, or declarations or
payments are, proposed by, or pursuant to any agreement,
arrangement or understanding whether or not in writing with, such
Interested Stockholder or any Affiliate or Associate of such
Interested Stockholder, at any time following such Interested
Stockholder's Stock Acquisition Date;
(v) any reclassification of securities including, without limitation,
any Stock split, Stock dividend or other distribution of Stock in
respect of Stock or any reverse stock split, or recapitalization
of the Corporation, or any merger or consolidation of the
Corporation with any subsidiary, or any other transaction whether
or not with or into or otherwise involving such Interested
Stockholder, which reclassification, merger, consolidation or
other transaction (a) has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of
any class or series of Voting Stock or securities convertible into
Voting Stock of the corporation or any Subsidiary which is
directly or indirectly owned by such Interested Stockholder or any
Affiliate or Associate of such Interested Stockholder except as a
result of immaterial changes due to fractional share adjustments,
and (b) is proposed by, or pursuant to any agreement, arrangement
or understanding whether or not in writing with, such Interested
Stockholder or any Affiliate or Associate of such Interested
Stockholder at any time following such Interested Stockholder's
Stock Acquisition Date; or
(vi) any receipt by such Interested Stockholder or any Affiliate or
Associate of such Interested Stockholder of the benefit, directly
or indirectly, except proportionately as a shareholder of the
Corporation, of any loans, advances, guarantees, pledges of other
financial assistance or any tax credits or other tax advantages
provided by or through the Corporation or any Subsidiary;
provided, for purposes of subparagraphs (i), (ii) and (iii) of
this subdivision, another corporation, which has entered into a
definitive agreement or an agreement in principle or has an
arrangement or understanding, whether formal or informal, in
writing or not, with the Corporation or any Subsidiary providing
for any of the transactions contemplated in subparagraphs (i),
(ii) and (iii) of this subdivision between the Corporation or any
Subsidiary and the other corporation or any subsidiary of the
other corporation shall not be deemed to be an Associate of such
Interested Stockholder solely by reason of the fact that, after
the date of such definitive agreement or agreement in principle or
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arrangement or understanding or Announcement Date or disclosure of
such transaction, whichever is earlier, such Interested
Stockholder becomes, or after such transaction would become,
directly or indirectly the Beneficial Owner of ten percent (10%)
or more of any class of Voting Stock of the other corporation.
F. "Control", including the terms "Controlling", "Controlled By" and
"Under Common Control With", means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of Voting Stock, by contract or otherwise.
A Person's beneficial ownership of ten percent (10%) or more of the voting power
of a corporation's outstanding Voting Stock shall create a presumption that such
person has Control of such corporation. Notwithstanding the foregoing, a
presumption of Control shall not apply where a person holds Voting Stock in good
faith and not for the purpose of circumventing this Article Sixteenth, as an
agent, bank, broker, nominee, custodian or trustee for one or more Beneficial
Owners who do not individually or as a group have Control of such corporation.
G. "Exchange Act" means the Act of Congress known as the Securities
Exchange Act of 1934, as the same has been or hereafter may be amended from time
to time.
H. "Interested Stockholder" means any Person, other than the
Corporation or any Subsidiary that: (i) is the Beneficial Owner, directly or
indirectly of ten percent (10%) or more of the voting power of the outstanding
Voting Stock of the Corporation or (ii) is an Affiliate or Associate of the
Corporation and at any time within the five-year period immediately prior to the
date in question was the Beneficial Owner, directly or indirectly, of ten
percent (10%) or more of the voting power of the then outstanding Voting Stock
of the Corporation; provided, for the purposes of determining whether a person
is an Interested Stockholder, the number of shares of Voting Stock of the
Corporation deemed to be outstanding shall include shares deemed to be
beneficially owned by the Person but shall not include any other unissued shares
of Voting Stock of the Corporation which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise, and provided further, that a Person shall not
be an Interested Stockholder if such Person (a) inadvertently met the criteria
set forth in (i) or (ii) above, and such Person (b) as soon as practicable,
divests itself of a sufficient amount of Voting Stock of the Corporation so that
such Person is no longer the Beneficial Owner, directly or indirectly, of ten
percent (10%) or more of the outstanding Voting Stock of the Corporation, and
(c) would not at any time within the five-year period preceding the Announcement
Date with respect to such Combination Transaction have been an Interested
Stockholder but for such inadvertent acquisition.
I. "Person" means a natural person, company, partnership, foreign or
domestic corporation, trust, unincorporated organization, government or any
other entity or political subdivision, agency or instrumentality of a
government. The term also includes two or more of the foregoing acting as a
partnership, limited partnership, syndicate, joint venture or other formal or
informal group for the purpose of acquiring, holding, voting or disposing of
securities of an issuer.
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J. "Stock" means:
(i) any stock or similar security, any certificate of interest, any
participation in any profit-sharing agreement, any voting trust
certificate, or any certificate of deposit for stock; and
(ii) any security convertible, with or without consideration into
stock, or any warrant, call or other option or privilege of buying
Stock without being bound to do so, or any other security carrying
any right to acquire, subscribe to or purchase stock.
K. "Stock Acquisition Date", with respect to any Person, means the date
such Person first becomes an Interested Stockholder of the Corporation.
L. "Subsidiary" of the Corporation means any other corporation of which
Voting Stock having a majority of the voting power of the outstanding Voting
Stock of such other corporation, is owned, directly or indirectly, by the
Corporation.
M. "Voting Stock" means shares of capital stock of the Corporation
entitled to vote generally in the election of directors.
SEVENTEENTH: The Corporation shall, to the fullest extent permitted or
required by Section 33-770 to 33-778 of the Connecticut Business Corporation
Act, as the same may be amended and supplemented, indemnify any and all persons
whom it shall have power to indemnify under said section from and against any
and all of the expenses, liabilities or other matters referred to in or covered
by said section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
EIGHTEENTH: Certain Amendments. Notwithstanding the provisions of
Article Nineteenth, the provisions set forth in this Article Eighteenth and in
Articles Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth,
Fourteenth, Fifteenth and Sixteenth herein may not be repealed or amended in any
respect and no article imposing cumulative voting in the election of Directors
may be added, nor may any other provision be amended, adopted or repealed which
would have the effect of modifying or permitting circumvention of such
provisions or which would be inconsistent with such provisions, unless such
action is approved by, in addition to any vote specified by law or the Bylaws or
this Certificate of Incorporation (i) the affirmative vote of the holders of not
less than eighty percent (80%) of the voting power of the issued and outstanding
shares of the Corporation entitled to vote for the election of directors, and
(ii) if there is an Interested Shareholder (as defined in Article Sixth) an
Interested Securityholder (as defined in Article Thirteenth) or an Interested
Stockholder (as defined in Article Sixteenth), the affirmative vote of not less
than sixty percent (60%) of the voting power of the issued and outstanding
shares of the
<PAGE>
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Corporation entitled to vote for the election of Directors held by shareholders
other than the Interested Shareholder, Interested Securityholder, or Interested
Stockholder, or two or more of the foregoing, as applicable.
NINETEENTH: Amendments. Subject to the provisions of Article
Eighteenth, the Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute and this Certificate of Incorporation, and
all rights conferred upon shareholders herein are granted subject to this
reservation.
TWENTIETH: Registered Agent. The registered agent for the Corporation
shall be John F. Perotti, having a business address of Salisbury Bank and Trust
Company, Main and Bissell Streets, P.O. Box 1868, Lakeville, CT 06039-1868 and
having a residence of Sharon Mountain Road, Connecticut 06069.
The undersigned incorporator hereby declares, under the penalties of
false statement, that the statements made in the foregoing Certificate are true.
Dated at Lakeville Connecticut, this 17th day of April, 1998.
SALISBURY BANCORP, INC.
By: /s/ JOHN F. PEROTTI
--------------------------------
John F. Perotti
President and Chief
Executive Officer
131 Sharon Mountain Road
Sharon, Connecticut 06069
Main and Bisell Streets
P.O. Box 1868
Lakeville, Connecticut
06039-1868
I, JOHN F. PEROTTI, hereby consent to my appointment as the registered
agent of the Corporation and agree serve as such until duly removed or replaced.
By: /s/ JOHN F. PEROTTI
--------------------------------
John F. Perotti
Registered Agent
<PAGE>
EXHIBIT 3.2
Bylaws of Salisbury Bancorp, Inc.
<PAGE>
BYLAWS
OF
SALISBURY BANCORP, INC.
ARTICLE I
Offices
Section 1. Location. The principal office of the Corporation shall be
located in the Town of Lakeville, County of Litchfield and State of Connecticut,
but the Corporation may maintain such branch office or offices within or without
the State of Connecticut as authorized by the Board of Directors and any other
regulatory body that might have jurisdiction over the Corporation.
ARTICLE II
Shareholders' Meetings
Section 1. Place of Meetings. Every meeting of the shareholders of the
Corporation shall be held at the principal office of the Corporation or at such
other place either within or without the State of Connecticut as shall be
specified in the notice of said meeting given as hereinafter provided.
Section 2. Annual Meeting. The annual meeting of the shareholders shall be
held on such day and at such time and place within the first six (6) months of
each year as the Board of Directors may determine from time to time. At such
meetings, the shareholders shall elect Directors and transact such other
business as may properly be brought before the meeting. Failure to hold an
annual meeting as herein prescribed shall not affect otherwise valid corporate
acts. In the event of such failure, a substitute annual meeting may be called in
the same manner as a special meeting.
Except for nominations of Directors as provided in Article III, Section 2 of
these Bylaws, business is properly brought before an annual meeting if it is (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board, or (c) otherwise properly brought before the
meeting by a shareholder. For business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than twenty (20) days nor more than one hundred thirty
(130) days prior to the meeting. A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (w) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (x) the name and address, as they appear on the Corporation's books, of
the shareholder proposing such business, (y) the class and number of shares of
the Corporation which are beneficially owned by the shareholder, and (z) any
material interest of the shareholder in such business. The Secretary may also
require, in writing and prior to the meeting, any and all information about the
shareholder or the proposed matter which the Secretary determines in his
discretion to be appropriate using the then current requirements of the
Securities Exchange Commission Rule 14a as a guide. Notwithstanding anything in
the Bylaws to the contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this paragraph. The
presiding officer of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this paragraph, and if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Section 3. Special Meetings. Special meetings of the shareholders shall be
called in accordance with the provisions of the Certificate of Incorporation.
Section 4. Notice of Meetings. Notice of the time and place of all annual
and special meetings of shareholders and the purpose thereof shall be handed or
mailed, postage prepaid, by or at the direction of the Secretary, not less than
ten (10) nor more than sixty (60) days before such meeting, to each shareholder
of record and at such address as shall appear on the books of the Corporation.
Whenever notice is required to be given to any person, a written waiver of
notice signed by the person or persons entitled to such notice, whether before
or after the time stated therein, and filed with the Secretary, shall be
equivalent to the giving of such notice. Any shareholder who attends any
shareholders' meeting without protesting the lack of proper notice, prior to or
at the commencement of the meeting, shall be deemed to have waived such notice.
Failure of any shareholder to receive notice of any meeting shall not invalidate
the meeting.
Section 5. Quorum. To constitute a quorum for the transaction of business
at any meeting of shareholders, there must be present, in person or by proxy,
the holders of a majority of the issued and outstanding shares of stock of the
Corporation entitled to vote thereat. The shareholders present at a duly held
meeting at which a quorum was present may continue to transact business
notwithstanding the withdrawal of enough shares to leave less than a quorum.
Section 6. Adjournment of Meetings. The holders of a majority of the voting
power of the shares present, in person or by proxy, and entitled to vote,
whether or not a quorum is present, may adjourn the meeting to a future date as
may be agreed. Notice of such adjournment need not be given to the shareholders
of the new date, time, or place if the new date, time and place is announced at
the meeting before adjournment. Notice need be given, however, if a new record
date for the adjourned meeting is or must be fixed in accordance with
Connecticut law (which presently would be required if the meeting is adjourned
to a date more than one hundred twenty (120) days after the date fixed for the
original meeting).
Section 7. Voting Requirements. Except as may be otherwise specifically
provided in these Bylaws, in the Certificate of Incorporation, or in the
Connecticut Business Corporation Act, Connecticut banking laws, or other
applicable law, the vote requirements provided for in the Connecticut Business
Corporation Act, the Connecticut banking laws or other applicable law shall be
the vote requirements for an act of the shareholders.
Section 8. Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at a meeting of shareholders, or entitled to
receive a payment of any dividend, the Board
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<PAGE>
of Directors may set a record date which shall not be a date earlier than the
date on which such action is taken by the Board of Directors, nor more than
seventy (70) nor less than ten (10) days before the particular event requiring
such determination is to occur. If no record date is fixed by the Board of
Directors, the date on which the notice of the meeting is mailed or if no notice
is given, the day preceding the meeting shall be the record date for
determination of shareholders entitled to vote at such meeting, and the date on
which the resolution of the Board of Directors declaring a dividend is adopted
shall be the record date for determination of shareholders entitled to receive
such distribution.
Section 9. Proxies. At all meetings of shareholders, any shareholder
entitled to vote may vote either in person or by proxy. All proxies shall be in
writing, signed and dated and shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid for
more than eleven (11) months after its execution, unless otherwise provided
therein and in no event shall a proxy be valid for more than ten (10) years
after its execution.
Section 10. Committee on Proxies. The Board, in advance of any
shareholders' meeting, shall appoint not less than two inspectors to act as a
Committee on Proxies and as tellers at the meeting or any adjournment thereof.
In case the Board does not so act or any person appointed to be an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
Board in advance of the meeting or at the meeting by the presiding officer. The
inspectors shall receive and take in charge the proxies and ballots, shall
decide all questions concerning the qualification of voters, the validity of
proxies and the acceptance or rejection of votes, and shall count the ballots
cast and report to the presiding officer the result of the vote.
Section 11. Presiding Officer. The Chairman of the Board of Directors of
the Corporation, or in his absence the Vice Chairman, if any, or the President
of the Corporation, shall preside over all meetings of the shareholders. The
order of business and all other matters of procedure at any meeting of
shareholders shall be determined by the presiding officer. The Board of
Directors may from time to time adopt Rules for the conduct of the annual or any
special meeting of shareholders, to the extent that such Rules do not conflict
with applicable law or the provisions of the Corporation's Certificate of
Incorporation or Bylaws. Unless specifically required by such Rules, or the
Bylaws or Certificate of Incorporation of the Corporation, strict compliance
with the provisions of Robert Rules of Order, or Parliamentary Procedure is not
required. Rather, in accordance with the Rules and these Bylaws, the chairperson
shall have the right and duty to preserve order and conduct the meeting in
accordance with such chairperson's reasonable exercise of good faith and
fundamental fairness.
A copy of the Rules of Conduct, as may be adopted from time to time by the
Board of Directors, shall be available for reference at the meeting.
Section 12. Number of Votes for Each Shareholder. Each shareholder shall be
entitled to one vote for each share of stock standing in his name on the books
of the Corporation as of the record date unless, and except to the extent that,
voting rights of shares of any class are increased, limited, or denied pursuant
to the Certificate of Incorporation.
-3-
<PAGE>
ARTICLE III
Directors
Section 1. Authority and Term of Office. The business, property and affairs
of the Corporation shall be managed by, and under the direction of, the Board of
Directors.
The Board of Directors is empowered to engage the Corporation in any
activity authorized by the Connecticut Business Corporation Act, and by
applicable State and Federal banking laws. The Board of Directors shall have
charge of the care and management of the affairs and property of the
Corporation.
The Board of Directors shall, pursuant to the laws of the State of
Connecticut, as the same may be amended from time to time, be empowered to make
rules and regulations essential to the performance of its duties of caring for
and managing the property and affairs of the Corporation, to elect the officers,
to fill the vacancy of any elected officer, to elect or appoint such assistants
and committees as it may deem necessary for the business of the Corporation and
to prescribe their duties, to determine the amount and sufficiency of the bonds
and to prescribe the duties of all the officers and employees, to fix the
compensation of the Directors, officers, and employees of the Corporation, to
declare dividends, to prescribe the rate, method of computation and time of
payment of such dividends and to take or to prescribe the taking of such other
action as may be necessary to the performance of its duties.
Directors need not be residents of Connecticut. At the time of election,
however, each Director must own in his individual capacity one or more shares of
stock of the Corporation. No Director attaining the age of seventy-two (72)
years shall be eligible for election or reelection.
Section 2. Nominations. Only persons who are nominated in accordance with
the procedures set forth in this section shall be eligible for election as
Directors. Nominations of persons for election to the Board may be made at a
meeting of shareholders by or at the direction of the Board or by any
shareholder of the Corporation who is entitled to vote for the election of
Directors at the meeting and who complies with the notice procedures set forth
in this section. Such nominations by a shareholder shall be made only if written
notice of such shareholder's intent to make such nomination or nominations has
been given to the Secretary, delivered to or mailed and received at the
principal executive offices of the Corporation not less than thirty (30) days
nor more than fifty (50) days prior to the meeting. Such shareholder's notice
shall set forth (1) as to each person whom the shareholder proposes to nominate
for election as a Director, (a) the name, age, business address and residence
address of such person, (b) the principal occupation or employment of such
person, (c) the class and number of shares of the Corporation which are
beneficially owned by such person, and (d) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
applicable law and regulations (including without limitation such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected); and (2) as to the shareholder giving the
notice, (a) the name and address, as they appear on the Corporation's books, of
such shareholder, (b) the class and number of shares of the Corporation which
are beneficially owned by such shareholder, (c) representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the
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<PAGE>
meeting to nominate the person or persons specified in the notice, and (d) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder. At the requirement of the Board, any person nominated by the Board
for election as a Director shall furnish to the Secretary that information which
would be required to be set forth in a shareholder's notice of nomination which
pertains to the nominee. The presiding officer of the meeting shall refuse to
acknowledge the nomination of any person not made in compliance with this
section, and the defective nomination shall be disregarded.
Section 3. Vacancies. Except as otherwise fixed by or pursuant to the
provisions of law or the Certificate of Incorporation, vacancies in the Board
resulting from any increase in the number of directors or any vacancies
resulting from death, resignation, disqualification, removal from office or
other cause shall be filled by a majority vote of the Directors then in office
even though such remaining Directors may be less than a quorum of the Board and
such majority may be less than a quorum. Any Director chosen in accordance with
the preceding sentence shall hold office until the next shareholders meeting at
which Directors are elected and until such Director's successor shall have been
elected and qualified. The Board of Directors may increase the number of
directors by no more than two (2) in each fiscal year.
Section 4. Removal of Directors. Any Director may be removed from office at
any time for cause in accordance with the provisions of the Certificate of
Incorporation or applicable provisions of the Connecticut Business Corporation
Act.
Section 5. Place of Meetings. The Board of Directors shall hold its
meetings at the principal office of the Corporation or at such place or places
within or without the State of Connecticut as it may determine from time to
time.
Section 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at least monthly, at such times and places as shall be fixed by
the Directors, or with such other frequency as the Board of Directors may
determine.
Section 7. Special Meetings. Special meetings of the Board of Directors may
be called only by the President, or in his absence or disability, by a Vice
President, or in writing by three (3) of the Directors. Notice thereof, oral or
written, specifying the date, time, place and object of such meeting, shall be
given to each Director at least two (2) days prior to such meeting. If notice is
given by mail, the Secretary shall address notices to the Directors at their
usual place of business or such address as may appear on the Corporation's
books.
Section 8. Waiver of Notice. Whenever notice is required to be given to any
person, a written waiver of notice signed by the person or persons entitled to
such notice, whether before or after the time stated therein, and filed with the
Secretary, shall be equivalent to the giving of such notice. If any Director
present at a meeting of the Board of Directors does not protest the lack of
proper notice prior to or at the commencement of the meeting such Director shall
be deemed to have waived notice of such meeting.
Section 9. Action by Directors Without a Meeting. Any resolution in writing
concerning action to be taken by the Corporation, which resolution is approved
and signed by all of the Directors, severally or collectively, shall have the
same force and effect as if such action were authorized at a meeting of the
Board of Directors duly called and held for that purpose, and such
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<PAGE>
resolution together with the Directors' written approval thereof, shall be
recorded by the Secretary in the minute book of the Corporation.
Section 10. Telephonic Participation in Directors Meetings. A Director or
member of a committee of the Board of Directors may participate in a meeting of
the Board of Directors or of such committee by means of a conference telephone
or similar communications equipment enabling all Directors participating in the
meeting to simultaneously hear one another, and participation in such a meeting
shall constitute presence in person at such meeting.
Section 11. Quorum and Voting Requirement. A majority of the directors
shall constitute a quorum for the transaction of business at all meetings of the
Board of Directors. The act of a majority of the Directors present at a meeting
at which a quorum is present shall be the act of the Board, unless a higher
percentage vote is required by law, the Certificate of Incorporation, or these
Bylaws.
Section 12. Voting. At meetings of the Board of Directors, each Director
shall have one vote.
Section 13. Committees; Appointment and Authority. The Board of Directors,
by vote of a majority of the directors then in office, may elect from its number
one or more committees, including, without limitation, an Executive Committee, a
Compensation Committee, and an Audit Committee, each of which must contain two
or more members, and may delegate thereto some or all of its powers except those
which by law, by the Certificate of Incorporation, or by these Bylaws may not be
delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by these Bylaws
for the Board of Directors. All members of such committees shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may
abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, to the extent
permitted by law, but no such rescission shall have retroactive effect.
Section 14. Compensation of Directors. The Board of Directors shall have
authority to fix the compensation for Directors, including reasonable allowance
for expenses actually incurred in connection with their duties.
Section 15. Presiding at Board Meetings. The Board of Directors shall elect
a Chairman who shall preside at all Board meetings and meetings of shareholders.
In the absence of the Chairman, the Vice Chairman, if any, or the President of
the Corporation, shall preside at that meeting.
ARTICLE IV
Officers
Section 1. Election of Officers. At the next regular meeting of the Board
of Directors, following the annual meeting of the shareholders, or at another
time as determined by the Board, the Board of Directors shall elect a President,
one or more Vice Presidents (who may be designated
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<PAGE>
"Executive," "Senior," or other to distinguish them from other Vice Presidents),
a Secretary, a Treasurer and shall designate a Chief Executive Officer for the
ensuing year.
The Board may, in its discretion, from time to time, appoint such other
officers and assistants as it shall deem necessary who shall have such authority
and such designation and shall perform such duties as the Board of Directors or
the President from time to time prescribe.
The same person may be elected or appointed to serve simultaneously in more
than one office.
The officers need not be shareholders, and need not be residents of
Connecticut. The duties of the officers of the Corporation shall be such as are
imposed by these Bylaws and from time to time prescribed by the Board of
Directors or the President.
Section 2. Vacancies. Vacancies in any office may be filled at any regular
or special meeting of the Board of Directors.
Section 3. Removal. Any officer may be removed, without cause, from office
by the President or by the affirmative vote of a two-thirds of the whole Board
of Directors at any regular or special meeting, or as may otherwise be provided
in any agreement between the Corporation and the officer. Any officer below the
level of Vice President may be removed from office at the discretion of the
President unless such officer's duties require that the officer report directly
to the Board.
Section 4. President. The President shall have the general charge,
supervision, and control of the business and affairs of the Corporation subject
to the direction of the Board of Directors. The President shall be the Chief
Executive Officer and shall be a director of the Corporation. The President
shall have such other powers and perform such other duties as are generally
incident to the office of President and as may be assigned to the President by
the Board of Directors. The President shall be an ex-officio member of all
committees of the Board, except the Audit Committee.
Section 5. Vice Presidents. The Vice Presidents shall perform such
executive and administrative duties as from time-to-time may be assigned to them
by the President. In the absence of the President, the Vice Presidents
(Executive Senior, if applicable), in the order of their ranking in the
Corporation's management hierarchy, shall perform the duties of the President.
Section 6. Treasurer. The Treasurer shall be responsible for the custody
and safekeeping of all of the assets of the Corporation and shall perform all
acts incident to the position of Treasurer and shall submit such reports and
statements as may be required by law or by the President and perform such other
duties as are assigned to the Treasurer from time-to-time by the Board of
Directors or the President.
Section 7. Secretary. The Secretary shall perform such executive and
administrative duties as from time-to-time may be assigned to the Secretary by
the Board of Directors or the President. The Secretary shall have charge of the
seal of the Corporation and shall have such other powers and
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<PAGE>
perform such other duties as designated in these Bylaws or as are generally
incident to the office of Secretary. The Secretary shall notify the shareholders
and Directors of all meetings and shall keep the minutes of meetings of the
shareholders and of the Board of Directors.
ARTICLE V
Indemnification
Section 1. Indemnification. The Corporation shall indemnify the Directors,
officers, employees and agents of the Corporation to the maximum extent
permitted and/or required by the Certificate of Incorporation or applicable law.
Without otherwise limiting the foregoing, Section 33-770 to 33-778 of the
Connecticut Business Corporation Act, as from time to time amended or
superseded, governs and applies to certain matters of indemnification of
Directors, officers, employees and agents of the Corporation, and is
incorporated herein by reference as a part of these Bylaws.
ARTICLE VI
Stock
Section 1. Issuance by the Board of Directors. The Board of Directors may
issue at one time, or from time to time, all or a portion of the authorized but
unissued shares of the capital stock of the Corporation, as in their opinion and
discretion may be deemed in the Corporation's best interests. The Board may
accept, in consideration for such shares, money, promissory notes, other
securities and other property of any description actually received by the
Corporation, provided however, that such consideration equals or exceeds in
value the par value of said shares, if any, and that the consideration is
legally acceptable for the issue of said shares.
Section 2. Certificates of Stock. Certificates of stock shall be in
compliance with Section 33- 676 of the Connecticut Business Corporation Act, as
from time to time amended or superseded and in a form adopted by the Board of
Directors and shall be signed by the President or the Vice President and by the
Secretary or Assistant Secretary, or by facsimile signature of any or all of the
foregoing, and shall carry the corporate seal of the Corporation. All
certificates shall be consecutively numbered and the name of the person owning
the shares represented thereby and the number of such shares and the date of
issue shall be entered on the Corporation's books.
Section 3. Transfer of Stock. Shares of stock shall be transferred only on
the books of the Corporation by the holder thereof in person or by his attorney,
upon surrender of the certificate of stock properly endorsed. The Corporation
shall issue a new certificate to the person entitled thereto for all shares
surrendered.
Section 4. Cancellation of Certificate. All surrendered certificates
properly endorsed, shall be marked "canceled" with the date of cancellation and
a notation of such cancellation made in the shareholder book.
Section 5. Lost Certificates. The President or any officer designated by
the President may, in case any share certificate is lost, stolen, destroyed, or
mutilated, authorize the issuance of a new certificate in lieu thereof, upon
such terms and conditions, including reasonable indemnification of
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<PAGE>
the Corporation, as the President or any designated officer shall determine, and
notation of the transaction made in the shareholder book.
Section 6. Closing of Stock Transfer Book. The stock transfer book may be
closed, if so ordered by the Board, for not exceeding twenty (20) days before
any dividend payment date or any meeting of the shareholders.
ARTICLE VII
Finance and Dividends
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January in each year.
Section 2. Dividends. Dividends may be voted by the Directors as prescribed
by applicable law, as from time to time amended. Such dividends will be payable
to shareholders of record at the close of business on such subsequent days as
the Directors may designate and to be paid on a named day not more than seventy
(70) days thereafter, and the Directors may further close the transfer books
during the period from the day as of which the right to such dividend is
determined through the day upon which the same is to be paid. No dividend shall
be paid unless duly voted by the Directors of the Corporation and the name of
each Director voting for any dividend shall be entered by the Secretary on the
records of the Corporation. Dividends may be paid in cash, property, or shares
of the Corporation.
ARTICLE VIII
Amendment of Bylaws
These Bylaws may be altered or amended by the Board at any meeting by a
majority vote of the directors on the entire Board or at any meeting of the
shareholders, whether annual or special, by a majority in interest of the stock
entitled to vote, provided however, that in order to amend or repeal or to adopt
any provision inconsistent with Article II, Article III (other than sections 5,
6, 14, the last paragraph of section 1 thereof and the last sentence of section
4 thereof) or this Article VIII, any vote of shareholders shall require (i) the
affirmative vote of the holders of at least sixty percent (60%) of the voting
power of all of the issued and outstanding shares of the Corporation then
entitled to vote for the election of Directors, and (ii) if there is an
"Interested Shareholder" or an "Interested Securityholder" (as those terms are
defined in the Certificate of Incorporation), or an "interested shareholder" (as
described in Connecticut General Statutes Section 33-840) the affirmative vote
of sixty percent (60%) of the voting powers of all of the issued and outstanding
shares of the Corporation entitled to vote for the election of Directors held by
shareholders other than the Interested Shareholder, the Interested
Securityholder, or an "interested shareholder" (as described in Connecticut
General Statutes Section 33-840) any two or more of the foregoing, as
applicable, and any action of Directors shall require the affirmative vote of a
majority of the Directors then in office.
Any notice of a meeting of the shareholders or the Board at which the
Bylaws are to be altered or amended shall include notice of such proposed
action.
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<PAGE>
EXHIBIT 4
Specimen Common Stock Certificate of
Salisbury Bancorp, Inc.
<PAGE>
NUMBER SHARES
-------------
COMMON STOCK CUSIP
--------------
SALISBURY BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT
- - --------------------------------------------------------------------------------
THIS CERTIFIES THAT
SPECIMEN
IS THE OWNER OF
- - --------------------------------------------------------------------------------
FULLY PAID AND NONASSESSABLE COMMON SHARES, $.10 PAR VALUE,
OF SALISBURY BANCORP, INC.
(HEREINAFTER CALLED THE "CORPORATION"), TRANSFERABLE ON THE BOOKS OF THE
CORPORATION BY THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY
AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE IS NOT VALID UNLESS
COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURE OF
ITS DULY AUTHORIZED OFFICERS.
CERTIFICATE OF STOCK
DATED:
JOHN F. PEROTTI
PRESIDENT AND
COUNTERSIGNED AND REGISTERED: CHIEF EXECUTIVE OFFICER
REGISTRAR AND TRANSFER COMPANY
(NEW YORK) TRANSFER AGENT
AND REGISTRAR
BY:
CRAIG E. TOENSING
AUTHORIZED SIGNATURE SECRETARY
<PAGE>
EXHIBIT 5
Opinion of Cranmore, FitzGerald & Meaney
regarding legality of securities being
registered.
<PAGE>
April 22, 1998
The Board of Directors
Salisbury Bancorp, Inc.
5 Bissell Street
P.O. Box 1868
Lakeville, CT 06039-1868
Re: Salisbury Bancorp, Inc.
Registration Statement of Form S-4
Ladies and Gentlemen:
We are counsel to Salisbury Bancorp, Inc., a Connecticut Corporation with
its principal office in Lakeville, Connecticut (the "Company"), and have acted
as such in connection with the proposed reorganization (the "Reorganization") of
the Company pursuant to an Agreement and Plan of Reorganization, dated April 22,
1998, which provides, among other things, for the acquisition of all of the
outstanding common stock of the Bank (the "Bank Common Stock") by the Company,
and the issuance of 6 shares of the Company's common stock for each share of the
Bank's common stock acquired.
During the course of our representation, and in rendering our opinion, we
have reviewed such documents as we have deemed necessary or advisable to render
the opinions stated herein, and, in connection therewith, we have examined
originals or copies, authenticated to our satisfaction, of the following: (i)
the Certificate of Incorporation of the Company; (ii) the Bylaws of the Company;
(iii) the Agreement and Plan of Reorganization; (iv) resolutions of the Board of
Directors of the Company; (v) the Registration Statement on Form S-4 of the
Company registering shares of common stock, par value $.10 per share (the
"Common Stock"), of the Company to be issued in connection with the
Reorganization; and (vi) such other documents and instruments as we have deemed
necessary for purposes of this opinion. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, the authenticity of the originals of such latter documents, the validity
of all applicable statutes and regulations, the legal authority and the capacity
of all persons executing documents and proper indexing and accuracy of all
public records and documents. As to any facts material to this opinion which we
did not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company, the Bank
<PAGE>
The Board of Directors
April 22, 1998
Page 2
and others. The opinions set forth herein are based on the laws of the State of
Connecticut and the corporate laws of the State of Connecticut as the same exist
on the date hereof, and no opinion is expressed as to the laws of any other
jurisdiction.
Based upon the foregoing, we are of the opinion that upon consummation of
the Reorganization, the shares of Common Stock of the Company that will be
issued to the shareholders of the Bank pursuant to the terms of the
Reorganization will be duly and validly authorized, legally issued, fully paid
and non-assessable.
The opinions expressed herein are made as of the date hereof pursuant to
the requirements of Regulation S-K, Item 601, of the SEC in regard to the shares
being registered pursuant to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Legal
Matters" in the Registration Statement and Proxy Statement-Prospectus.
Sincerely,
/s/ Cranmore, FitzGerald & Meaney
CRANMORE, FITZGERALD & MEANEY
<PAGE>
EXHIBIT 8
Opinion of Cranmore, FitzGerald & Meaney
regarding certain federal income tax
consequences.
<PAGE>
April 22, 1998
Salisbury Bank and Trust Company Salisbury Bancorp, Inc.
5 Bissell Street 5 Bissell Street
P.O. Box 1868 P.O. Box 1868
Lakeville, CT 06039-1868 Lakeville, CT 06039-1868
REORGANIZATION OF SALISBURY BANK AND TRUST COMPANY
INTO A ONE-BANK HOLDING COMPANY STRUCTURE
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax
consequences of the reorganization and share exchange to be effected among
Salisbury Bancorp, Inc., a Connecticut corporation (the "Company"), Salisbury
Bank and Trust Company, a Connecticut chartered commercial bank (the "Bank"),
and the holders of the Bank's issued and outstanding shares of common stock
pursuant to an Agreement and Plan of Reorganization, dated as of April 22, 1998
(the "Agreement"), by and between the Company and the Bank.
THE REORGANIZATION TRANSACTION
Pursuant to the Agreement and subject to shareholder approval and
various state and federal regulatory approvals, the Bank will become a
wholly-owned subsidiary of the Company pursuant to a statutory share exchange
under the provisions of, and with the effect provided in the Connecticut Bank
Holding Company and Bank Acquisition Act, Connecticut General Statutes Section
36a-180 ET SEQ. (the "Reorganization"). As a result of the Reorganization, the
Company will become the parent holding company of the Bank, and the Bank will
continue to conduct its business in substantially the same manner as prior to
the Reorganization.
At the effective date of the Reorganization, each outstanding share of
common stock of the Bank ("Bank Common Stock") will be exchanged for and
converted into six (6) shares of common stock of the Company ("Company Common
Stock").
EXAMINATION
In connection with the preparation of this opinion, we have examined
such documents concerning the Reorganization as we have deemed necessary. We
have based our conclusions on the
<PAGE>
Salisbury Bank and Trust Company
Salisbury Bancorp, Inc
April 22, 1998
Page 2
Internal Revenue Code of 1986 (the "Code") and the regulations promulgated
pursuant thereto, each as amended from time to time and in effect as of the date
hereof, as well as existing judicial and administrative interpretations thereof.
As to various questions of fact material to our opinion, we have relied
upon the representations made in the Agreement as well as the additional
representations set forth below.
ADDITIONAL REPRESENTATIONS
In connection with the proposed Share Exchange, the following
additional representations have been made to and relied upon by us in the
preparation of this opinion:
A. The fair market value of Company Common Stock received by the Bank's
shareholders will be approximately equal to the fair market value of the Bank
Common Stock to be surrendered in exchange therefor.
B. To the best knowledge of the management of the Bank, there is no plan or
intention on the part of the Bank's shareholders to sell or otherwise dispose of
Company Common Stock received by them in the Reorganization that will reduce
their holdings of Company Common Stock to a number of shares having in the
aggregate a fair market value of less than 50 percent of the fair market value
of all of the Bank Common Stock held by the Bank's shareholders on the effective
date of the Reorganization.
C. The Company has no plan or intention to reacquire any Company Common
Stock issued in the Reorganization.
D. There is no plan or intention to sell or otherwise dispose of any of the
assets of the Bank, except for dispositions made in the ordinary course of
business or transfers described in Section 368(a)(2)(C) of the Code, the Bank
has no plan or intention to issue additional shares of its capital stock that
would result in the Company's ceasing to own 80 percent of the voting power of
all the Bank voting stock and the Company has no plan to liquidate the Bank, to
merge the Bank into another corporation, or to sell or otherwise dispose of any
of the Bank stock acquired in the Reorganization.
E. Each party to the Reorganization will pay its own expenses, if any,
incurred in connection with the Reorganization.
<PAGE>
Salisbury Bank and Trust Company
Salisbury Bancorp, Inc
April 22, 1998
Page 3
F. Following the Reorganization, the Company will continue the historic
business of the Bank.
G. No property will be transferred and no liabilities will be assumed in
the Reorganization.
H. There is no intercorporate indebtedness existing between or among the
Company and the Bank that was issued, acquired or will be settled at a discount,
and in acquiring the Bank Common Stock, the Company will not assume any
liability or take the Bank Common Stock subject to any liability.
I. No dividends or other distributions will be made with respect to Bank
Common Stock immediately before the Reorganization, except for regular, normal
distributions.
J. None of the shares of Company Common Stock received by a
shareholder-employee of the Bank in exchange for Bank Common Stock pursuant to
the Reorganization constitutes or is intended to be compensation for services
rendered, and will not be separate consideration for, or allocable to, any
employment agreement or relationship. None of the compensation received by a
shareholder-employee of the Bank will be separate consideration for, or
allocable to, any of such shareholder-employee's Bank Common Stock. In addition,
any compensation paid to any shareholder-employee of the Bank will constitute
and be intended as compensation for services actually rendered and bargained for
at arm's length, and will be commensurate with amounts paid to third parties
bargaining at arm's-length for similar services.
K. No parties to the Reorganization are investment companies as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code, and for each of the Company and
the Bank, less than 50 percent of the fair market value of its total assets
(excluding cash, cash items, government securities, and stock and securities in
any 50 percent or greater subsidiary) consists of stock and securities.
L. The Bank is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.
M. Any cash payments to the Bank shareholders who elect to dissent from the
Reorganization pursuant to Section 36a-181(c) of the Connecticut General
Statutes shall be paid by the Bank or funded from its assets and shall not be
attributable directly or indirectly to the Company.
<PAGE>
Salisbury Bank and Trust Company
Salisbury Bancorp, Inc
April 22, 1998
Page 4
N. Upon the consummation of the Reorganization, the Bank will not have
outstanding any warrants, options, convertible securities, or any other type of
right pursuant to which any person could acquire any Bank Common Stock.
O. The Company does not own directly or indirectly, nor has it directly or
indirectly owned during the past 5 years, any Bank Common Stock.
OPINION
Based upon the foregoing, and with due regard to such legal
considerations as we deem necessary, we are of the opinion that for federal
income tax purposes:
1. The Share Exchange will constitute and qualify as a "reorganization"
within the meaning of Section 368(a)(1)(B) of the Code, provided that all cash
payments to dissenting Bank shareholders are made by the Bank or from its own
funds or assets, and are not directly or indirectly attributable to the funds or
assets of the Company (see Revenue Ruling 68-285, 1968-1 C.B. 147). Each of the
following opinions below assume that the foregoing provisos of this opinion are
satisfied.
2. No gain, other income or loss will be recognized by the Company
(pursuant to Section 1032 of the Code) or the Bank as a result of the
Reorganization.
3. Shareholders of the Bank who receive solely Company Common Stock in
exchange for their shares of Bank Common Stock will recognize no gain or loss as
a result of the Reorganization, as provided in Section 354(a)(1) of the Code.
4. A dissenting Bank shareholder who receives solely cash in exchange for
his Bank Common Stock will be treated as receiving a distribution in redemption
of his Bank Common Stock, subject to the provisions and limitations of Section
302(a) of the Code. Where, as a result of such distribution, a Bank shareholder
no longer holds any shares of Company Common Stock directly and, furthermore, is
not deemed to own any such shares pursuant to the constructive ownership rules
under Section 318 of the Code, the distribution will be treated as a complete
termination of such shareholder's interest within the meaning of Section
302(b)(3) of the Code and will be treated as a distribution in full payment in
exchange for the shareholder's shares pursuant to Section 302(a) of the Code.
<PAGE>
Salisbury Bank and Trust Company
Salisbury Bancorp, Inc
April 22, 1998
Page 5
5. The tax basis of Company Common Stock received by Bank shareholders who
exchange their Bank Common Stock solely for Company Common Stock will be the
same as the tax basis of the Bank Common Stock surrendered in exchange therefor,
as provided in Section 358(a)(1) of the Code.
6. The holding period of Company Common Stock received by the Bank's
shareholders will include the period during which the Bank Common Stock
surrendered in exchange therefor was held by such Bank shareholders, provided
the Bank Common Stock was held as a capital asset on the date of the exchange.
This opinion is based upon the existing provisions of the Code, as
interpreted by regulations, administrative rulings, and case law, in effect as
of the date hereof.
This opinion is made in connection with the Reorganization and is solely
for the benefit of the Company, the Bank and the Bank's shareholders. It may not
be relied upon in any other manner or by any other person.
Very truly yours,
/s/ Cranmore, FitzGerald & Meaney
CRANMORE, FITZGERALD & MEANEY
<PAGE>
EXHIBIT 10
Pension Supplement Agreement with John F. Perotti.
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN
AGREEMENT
This Agreement is made this 29th day of June, 1994 between SALISBURY BANK
AND TRUST COMPANY, a Connecticut banking corporation having its principal office
in Lakeville, Connecticut (hereinafter called the Bank) and JOHN F. PEROTTI, a
resident of Sharon, Connecticut (hereinafter called the Employee).
WHEREAS, there has been an uninterrupted employee relationship between the
parties hereto since 1973; and since 1982 the Employee has served as Vice
President and Treasurer, and then as Executive Vice President and Treasurer, and
then as Executive Vice President and Chief Operating Officer, and then as
President and Chief Executive Officer, in which capacity he is now serving; and
WHEREAS, the Bank wishes to insure the Employee's continuance as Chief
Officer of the Bank and wishes to supplement the Employee's current retirement
program,
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
A.
Commencing one month after the Employee retires, having attained the age of
sixty-five (65) or later, the Bank will make a monthly payment of One Thousand
Two Hundred Fifty ($1,250.00) Dollars to Employee and the same on the first day
of each succeeding month for a period of ten (10) years. These payments will be
in addition to any payments made to Employee under its current or future
retirement and pension plan.
The parties hereby agree there will be a cost of living adjustment from the
date of this agreement (hereinafter called COLA) paid in addition to the One
Thousand Two Hundred Fifty ($1,250.00) Dollar monthly payments which adjustment
is to be paid as set forth hereinbelow. The adjustment will be based on an Index
known as "The Monthly Consumer Price Index for All Urban Consumers, United
States City Average, All Items", and is published by the Bureau of Labor
Statistics. Notwithstanding the above, COLA will be based on the Index, or on a
five (5%) percent annual increase, whichever is less, each COLA increase to be
added to the prior year's adjusted amount. Annual COLA adjustments shall
continue in effect during the payout period hereunder.
B.
In recognition of his many years of employment at the Bank, if the Employee
retires before attaining the age of sixty-five (65), then his retirement
payments as set forth above shall vest and be paid according to the following
schedule:
<PAGE>
Retirement at 0-1 years from the date hereof 12 1/2%
1-2 years from the date hereof 25%
2-3 years from the date hereof 37 1/2%
3-4 years from the date hereof 50%
4-5 years from the date hereof 62 1/2%
5-6 years from the date hereof 75%
6-7 years from the date hereof 87 1/2%
7-8 years from the date hereof 100%
In the event of the Employee's disability which requires him to terminate
his employment at the Bank, the full retirement benefit, payable at retirement
at age sixty-five (65), shall vest and be paid as set forth in Article 1A
herein. Said disability status will be determined by Northwestern Mutual Life
Insurance Company or other disinterested third party, which then underwrites the
Bank's insured salary continuation plan.
ARTICLE 2
A.
Upon the death of the Employee prior to his settlement, the Bank will pay
to his surviving spouse monthly the benefit value set forth in Article 1A.
herein as of the date of his death for a period of ten (10) years (120 months),
or until her death, whichever event occurs first.
Upon the death of the Employee after retirement, the Bank shall pay to his
surviving spouse monthly the said benefit value as of the date of his death for
a period of ten (10) years (120 months) diminished by the number of months the
Employee shall have received benefit payments, or until her death, whichever
event occurs first.
The Employee may designate, in writing, an alternate beneficiary to receive
the benefits hereunder in the event that his spouse predeceases him or her is
not married at the time of his retirement or subsequent death. In the event the
Employee fails to designate an alternate beneficiary, the benefits hereunder
shall be paid to his estate.
No further COLA payments will be in effect if the Employee's surviving
spouse or alternative beneficiary is the recipient of the monthly payments
hereunder, other than those COLA payments in effect from the date of this
agreement to the date of the Employee's death.
ARTICLE 3
If the Bank shall acquire an insurance policy or any other asset in
connection with the liabilities assumed by it hereunder, it is expressly
understood and agreed that neither the Employee nor any beneficiary of the
Employee shall have any right with respect to, or claim against, such property
or other asset except as expressly provided by the terms of such policy or in
the title to such other asset. Such policy or asset shall not be deemed to be
held under any trust for the benefit of Employee or
-2-
<PAGE>
his beneficiary or to be held in any way as collateral security for the
fulfilling of the obligations of the Bank under this Agreement except as may be
expressly provided by the terms of such policy or title to such other asset. It
shall be, and remain, a general unpledged, unrestricted asset of the Bank.
ARTICLE 4
Until his retirement, so long as this Agreement remains in force, the
Employee will not take part in any banking (Commercial, Savings and Loan, or
Savings Bank) enterprise within a thirty-five (35) mile radius of Lakeville,
Connecticut, nor shall the Employee take part in any stock brokerage or
investment business within the same geographical limitations. The Employee shall
be available for consultation, advice and special assignments concerning the
affairs of the Bank, according to his ability, from time to time after
retirement and during the period of this Agreement.
ARTICLE 5
A.
The Employee and his surviving spouse have the status of general unsecured
creditors of the Bank, and the Supplement Retirement Plan constitutes a mere
promise by the Bank to make benefit payments in the future. It is the intention
of the parties that the arrangements contained herein be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended.
B.
Any trust which may be created by the Bank and any assets which may be held
by the trust to assist the Company in meeting its obligations under this Plan
will confirm to the terms of the model trust described in Revenue Procedure
92-64 issued by the Internal Revenue Service (or any successor thereto).
C.
In the event that benefits are hereafter determined to be taxable to the
Employee (or his surviving spouse) prior to the actual receipt thereof, a
payment shall be made to the Employee (or his surviving spouse) in an amount
sufficient to pay such taxes, together with any interest or penalties with
respect thereto, notwithstanding that the Employee may not then have terminated
employment or that the payment is being made prior to the date that benefits
would otherwise be payable hereunder. Amounts so paid shall then be used as an
offset to the benefits, if any, thereafter payable hereunder.
-3-
<PAGE>
ARTICLE 6
A.
This Agreement shall be binding upon the parties hereto, their heirs,
executors, administrators, legal representatives and successors. In the event of
a merger, sale or reorganization involving the Bank, this Agreement shall
continue in force and become an obligation of the Bank's successor or
successors.
B.
Except to the extent permitted under qualified domestic relations order (as
defined in Section 414(p) of the Code) or as otherwise required by law, the
right to the Employee or his surviving spouse to any benefit or payment under
the Plan; (a) shall not be subject to voluntary or involuntary anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Employee or his surviving spouse; (b) shall not
be considered as asset of the Employee or his surviving spouse in the event of
any divorce, insolvency or bankruptcy; and (c) shall not be subject to
attachment, execution, garnishment, sequestration or other legal or equitable
process. In the event that the Employee or his surviving spouse who is receiving
or is entitled to receive benefits under the Plan attempts to assign, transfer
or dispose or such right, or if an attempt is made to subject said right to such
process, such assignment, transfer, disposition or process shall, unless
permitted under a qualified domestic relations order or otherwise required by
law, be null and void.
ARTICLE 7
This Agreement may be amended, altered and changed only by written
agreement by both parties, or the surviving spouse of the Employee or successor
or successors of the Bank, as the case may be.
ARTICLE 8
This Agreement shall be governed by the laws of the State of Connecticut.
-4-
<PAGE>
IN WITNESS WHEREOF, SALISBURY BANK AND TRUST COMPANY has caused this
instrument to be signed on its behalf of its corporate seal to be hereto affixed
by its officer hereunder duly authorized, and the Employee has hereunder set his
hand and seal, the day, month and year first written above.
Witnessed in the presence:
/s/ CAROL A. ZUCCO SALISBURY BANK AND TRUST COMPANY
- - -------------------------------
/s/ MARILYN C. DEHATTE By: /s/ LOUISE F. BROWN
- - ------------------------------- -------------------------------------
Louise F. Brown Its Director
/s/ ROBERT W. PETERSON
- - -------------------------------
/s/ LINDA F. DECKER /s/ JOHN F. PEROTTI
- - ------------------------------- -------------------------------------
JOHN F. PEROTTI
STATE OF CONNECTICUT )
) ss. Sharon June 29, 1994
COUNTY OF LITCHFIELD )
Personally appeared before me, the undersigned officer, Louise F. Brown who
acknowledged himself to be Director of Salisbury Bank and Trust Company, a
corporation, and that he as such being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the corporation by himself as
/s/ CAROL A. ZUCCO
---------------------------------
NOTARY PUBLIC
---------------------------------
Title of Officer
My Commission Expires 7/31/99
-5-
<PAGE>
STATE OF CONNECTICUT )
) ss. Sharon June 29, 1994
COUNTY OF LITCHFIELD )
Personally appeared before me, the undersigned officer, John F. Perotti,
whose name is subscribed to the within instrument and who acknowledged that he
executed the same for the purposes therein.
/s/ LINDA F. DECKER
-------------------------------------
My Commission Expires March 31, 1996
NOTARY
-------------------------------------
Title of Officer
-6-
<PAGE>
EXHIBIT 23.1
Consent of Cranmore, FitzGerald & Meaney
<PAGE>
Consent of Cranmore, FitzGerald & Meaney
We hereby consent to the reference to this firm under the caption "Legal
Matters" in the Registration Statement on Form S-4, of Salisbury Bancorp, Inc.
/s/ Cranmore, FitzGerald & Meaney
CRANMORE, FITZGERALD & MEANEY
April 22, 1998
<PAGE>
EXHIBIT 23.2
Consent of Shatswell, MacLeod & Company, P.C.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Salisbury Bank and Trust Company
Lakeville, Connecticut
We hereby consent to the use of our report dated January 13, 1998 in the
Registration Statement (Form S-4), of Salisbury Bancorp, Inc. and the reference
to us in the section of the Registration Statement designated "Experts".
/s/ Shatswell, MacLeod & Company, P.C.
SHATSWELL, MACLEOD & COMPANY, P.C.
W. Peabody, Massachusetts
April 22, 1998
EXHIBIT 99.1
Form of Proxy for the Annual Meeting
of Shareholders of Salisbury Bank
and Trust Company
<PAGE>
PROXY FOR ANNUAL MEETING OF SALISBURY BANK AND TRUST COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SALISBURY BANK AND TRUST COMPANY
THE UNDERSIGNED HOLDER(S) OF THE COMMON STOCK OF SALISBURY BANK AND TRUST
COMPANY (THE "BANK") DO HEREBY NOMINATE, CONSTITUTE AND APPOINT JOHN F. FOLEY
AND LOUISE F. BROWN, JOINTLY AND SEVERALLY, PROXIES WITH FULL POWER OF
SUBSTITUTION, FOR US AND IN OUR NAME, PLACE AND STEAD TO VOTE ALL THE COMMON
STOCK OF THE BANK, STANDING IN OUR NAME ON ITS BOOKS ON MAY 15, 1998 AT THE
ANNUAL MEETING OF ITS SHAREHOLDERS TO BE HELD AT THE MAIN OFFICE OF THE BANK, 5
BISSELL STREET, LAKEVILLE, CONNECTICUT ON JUNE 27, 1998 AT 10:00 A.M. OR AT ANY
ADJOURNMENT THEREOF WITH ALL THE POWERS THE UNDERSIGNED WOULD POSSESS IF
PERSONALLY PRESENT, AS FOLLOWS:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS (1) THROUGH (4)
(1) ELECT THE FOLLOWING TWO (2) PERSONS TO SERVE AS DIRECTORS OF THE BANK:
Craig E. Toensing and Michael A. Varet.
[ ] For both nominees [ ] Vote withheld from both nominees [ ] Vote
withheld from nominees listed below
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
(2) APPOINTMENT OF AUDITORS:
Proposal to ratify the resolution adopted by the Board of Directors
appointing the independent public accounting firm of Shatswell, MacLeod &
Company, P.C. as independent auditors of the Bank for the fiscal year
ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION:
Proposal to approve the Agreement and Plan of Reorganization dated April
22, 1998, by and between Salisbury Bancorp, Inc. (the "Company") and the
Bank, pursuant to which the Bank's proposed holding company, the Company,
will acquire all of the outstanding common stock of the Bank in exchange
for the Company's common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) OTHER BUSINESS:
Proposal to conduct whatever other business may properly be brought before
the meeting or any adjournment thereof. Management at present knows of no
other business to be presented by or on behalf of the Bank or its
Management at the meeting. However, if any other matters are properly
brought before the meeting, the persons named in this proxy or their
substitutes will vote in accordance with their best judgment.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATION INDICATED. IF NO
SPECIFICATION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" PROPOSALS (1) THROUGH
(4).
<TABLE>
<CAPTION>
Dated Dated
- - ----------------------------- ---------- ---------------------------- ----------
<S> <C> <C> <C>
(Signature) (Signature)
- - ----------------------------- ---------- ----------------------------- ----------
(Please print your name here) (Please print your name here)
</TABLE>
ALL joint owners must sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give FULL TITLE. If more than one trustee,
ALL must sign.
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE MEETING BY WRITTEN NOTICE
TO THE BANK OR MAY BE WITHDRAWN AND YOU MAY VOTE IN PERSON SHOULD YOU
ATTEND THE ANNUAL MEETING PLEASE
CHECK BELOW IF YOU PLAN TO ATTEND THE ANNUAL MEETING.
MAY 22, 1998 [ ] I PLAN TO ATTEND THE ANNUAL MEETING
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements and is qualified in its entirety by reference to such
financial statements
</LEGEND>
<CIK> 0001060219
<NAME> SALISBURY BANCORP, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 7,181
<INT-BEARING-DEPOSITS> 167
<FED-FUNDS-SOLD> 4,325
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 47,511
<INVESTMENTS-CARRYING> 1,772
<INVESTMENTS-MARKET> 1,790
<LOANS> 117,917
<ALLOWANCE> 1,226
<TOTAL-ASSETS> 183,433
<DEPOSITS> 156,173
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,279
<LONG-TERM> 5,497
0
0
<COMMON> 879
<OTHER-SE> 19,604
<TOTAL-LIABILITIES-AND-EQUITY> 183,433
<INTEREST-LOAN> 9,459<F1>
<INTEREST-INVEST> 2,758
<INTEREST-OTHER> 407
<INTEREST-TOTAL> 12,624
<INTEREST-DEPOSIT> 5,365
<INTEREST-EXPENSE> 5,706
<INTEREST-INCOME-NET> 6,918
<LOAN-LOSSES> 50
<SECURITIES-GAINS> 4
<EXPENSE-OTHER> 4,766
<INCOME-PRETAX> 3,592
<INCOME-PRE-EXTRAORDINARY> 3,592
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,190
<EPS-PRIMARY> 8.45
<EPS-DILUTED> 8.38
<YIELD-ACTUAL> 4.21
<LOANS-NON> 1,328
<LOANS-PAST> 279
<LOANS-TROUBLED> 764
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,242
<CHARGE-OFFS> 104
<RECOVERIES> 38
<ALLOWANCE-CLOSE> 1,226
<ALLOWANCE-DOMESTIC> 1,226
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>LOAN INFORMATION IS PRESENTED NET OF UNEARNED INCOME
</FN>
</TABLE>
