SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Date of Report (Date of earliest event reported): December 4, 1998
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SEACOAST FINANCIAL SERVICES CORPORATION
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(Exact name of Registrant as Specified in its Charter)
Massachusetts 000-25077 04-1659040
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(State of Incorporation) Commission File Number (IRS Employer
Identification Number)
791 Purchase Street, New Bedford, Massachusetts 02740
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(Address of Principal Executive Offices) (Zip Code)
(508) 984-6000
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(Registrant's Telephone Number)
Not Applicable
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(Former Name or Former Address if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On December 4, 1998, Seacoast Financial Services Corporation (the
"Company") completed its acquisition of Sandwich Bancorp, Inc. ("Sandwich"). A
wholly owned subsidiary of the Company was merged (the "Merger") with and into
Sandwich, a one bank holding company, pursuant to an Amended and Restated
Affiliation and Merger Agreement dated as of March 23, 1998 (the "Merger
Agreement"). Subsequently, the bank subsidiary of each of the Company and
Sandwich were also merged.
Pursuant to the Merger Agreement, upon the effectiveness of the Merger,
("the Effective Time"), each share of common stock of Sandwich, par value $1.00
per share, issued and outstanding immediately prior to the effective time (other
than 90,000 shares held by the Company and its subsidiary, Compass Bank for
Savings and other than fractional shares), was converted into and became
exchangeable for 6.3850 shares of the common stock, par value $.01 per share, of
the Company. As required by the Merger Agreement, the exchange ratio was
calculated by averaging the Nasdaq closing bid and asked prices of the Company's
common stock for each of the second through the ninth trading days after
consummation of the Company's initial public offering on November 20, 1998 (each
day's average price referred to as the "Daily Price"), discarding the two
highest and two lowest Daily Prices and averaging the remaining Daily Prices.
Immediately prior to the Effective Time, there were 2,088,210 shares of Sandwich
common stock issued and outstanding.
The transactions were approved by the Board of Trustees and Corporators
of the Company, the Board of Directors and stockholders of Sandwich, the Federal
Deposit Insurance Corporation, the Federal Reserve Bank of Boston, the
Massachusetts Board of Bank Incorporation and the Office of the Commissioner of
Banks.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a) Financial Statements of Business Acquired.
The following audited financial statements of Sandwich are
incorporated herein by reference to Amendment No. 2 to the Company's
Registration Statement on Form S-1, filed with the Securities and
Exchange Commission on September 15, 1998 (Registration No.
333-52889):
- Independent Auditors' Report
- Consolidated Balance Sheets as of December 31, 1997 and 1996
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- Consolidated Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995
- Consolidated Statements of Changes in Stockholders' Equity for
the Years Ended December 31, 1997, 1996 and 1995
- Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995
- Notes to Consolidated Financial Statements
The following unaudited, consolidated interim financial statements of Sandwich
are incorporated herein by reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998 filed by Sandwich with the Securities and
Exchange Commission on November 13, 1998:
- Consolidated Balance Sheet as of September 30, 1998
- Consolidated Statements of Operations for the Nine Months Ended
September 30, 1998 and 1997
- Consolidated Statements of Changes in Stockholders' Equity for
the Nine Months Ended September 30, 1998 and 1997
- Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1998 and 1997
- Notes to Consolidated Financial Statements.
b) Pro Forma Financial Information
It is impracticable to file the required pro forma financial
information at this time. The required pro forma financial information will be
filed as soon as practical, but in no event later than February 17, 1999, as
permitted by paragraph 2 of Item 7(b).
c) Exhibits
2.1 Amended and Restated Affiliation and Merger Agreement
dated as of March 23, 1998 by and among Seacoast Financial
Services Corporation, Compass Bank for Savings, Sandwich
Bancorp, Inc. and The Sandwich Co-operative Bank
(incorporated by reference from the Registrant's
Registration Statement on Form S-1, filed with the
Commission on May 15, 1998 (Registration No. 333-52889,
filed under Registrant's prior name, The 1855 Bancorp)).
23.1 Consent of KPMG Peat Marwick LLP
99.1 Press Release dated December 3, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEACOAST FINANCIAL SERVICES CORPORATION
Date: December 17, 1998 By /s/ Kevin G. Champagne
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Kevin G. Champagne
President and Chief Executive Officer
Consent of Independent Accountants
In connection with the filing on Form 8-K of Seacoast Financial Services
Corporation, we consent to the incorporation by reference of our report dated
January 26, 1998, except as to Note 17, which is as of March 23, 1998, relating
to the consolidated balance sheets of Sandwich Bancorp, Inc. and subsidiaries as
of December 31, 1997 and 1996 and the related consolidated statements of
operations, changes in stockholders equity and cash flows for each of the years
in the three-year period ended December 31, 1997, which report appears in the
December 31, 1997 annual report on Form 10-K of Sandwich Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
December 16, 1998
SEACOAST
Financial Services Corporation PRESS RELEASE
Contact: James R. Rice 508.984.6102
Seacoast Financial Services Corporation
Dana Briggs, 508.833.7222
Sandwich Bancorp, Inc.
SANDWICH BANCORP AND SEACOAST FINANCIAL COMPLETE MERGER
New Bedford and Sandwich, MA--December 3--Sandwich Bancorp, Inc. (Nasdaq: SWCB),
holding company for The Sandwich Co-operative Bank and Seacoast Financial
Services Corporation (Nasdaq: SCFS), holding company for CompassBank, jointly
announced completion of their merger, effective 12:01 a.m., December 4, 1998. In
accordance with the March 23, 1998 Merger Agreement, each share of Sandwich
Bancorp Common Stock will convert into 6.385 shares of Seacoast Financial Common
Stock. Seacoast Financial will immediately mail appropriate transmittal
information to Sandwich Bancorp shareholders to effectuate the exchange.
The exchange ratio of 6.385 Seacoast Financial shares for each Sandwich Bancorp
share was calculated by averaging the Nasdaq closing bid and asked prices of
Seacoast Financial Common Stock for each of the second through the ninth
trading days after consummation of Seacoast's initial public offering on
November 20, 1998 (each day's average price became the "Daily Price"),
discarding the two highest and the two lowest Daily Prices and averaging the
remaining Daily Prices.
Effective December 4, 1998, Sandwich Bancorp Common Stock will be traded as
shares of Seacoast Financial Common Stock based upon the exchange ratio.
Seacoast Financial Services Corporation is the holding company for CompassBank,
headquartered in New Bedford, Massachusetts. With the consummation of the
merger, CompassBank becomes a $1.9 billion state chartered savings bank serving
Southeastern Massachusetts and Cape Cod through a network of 34 full service
branch offices and 27 branch and remote ATMs. The Bank provides a wide array of
financial services including consumer banking, mortgage lending, commercial
lending, consumer finance and alternative investments to retail and business
customers.
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791 Purchase Street, New Bedford, MA 02740 1-800-322-9313
www.seacoastfinancial.com
