WORONOCO BANCORP INC
8-K, 1999-11-08
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K
                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date
      of Report (Date of earliest event reported) November 5, 1999

                            WORONOCO BANCORP, INC.
                            ----------------------
            (Exact name of registrant as specified in its charter)

      Delaware                         1-14671                   04-3444269
      --------                         -------                   ----------
(State or other Jurisdiction of      (Commission                (IRS Employer
incorporation or organization)       File Number)            Identification No.)

                  31 Court Street, Westfield, Massachusetts 01085
                  -----------------------------------------------
                      (Address of principal executive offices)

                                 (413) 568-9141
                                 --------------
             (Registrant's telephone number, including area code)

                                Not Applicable
                                --------------
        (Former name or former address, if changed since last report.)














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ITEM 5.  OTHER EVENTS.
         ------------

      On November 5, 1999, Woronoco Bancorp, Inc. (the "Company"), issued a
press release which announced that it had received regulatory clearance to
repurchase up to 5% of the Company's outstanding shares.

      A press release announcing the stock repurchase is attached as Exhibit
99.1.

ITEM 7.  FINANCIAL STATEMENTS AND OTHER EXHIBITS.
         ---------------------------------------

      Exhibit 99.1 Press Release dated November 5, 1999.
























                                      2

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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 hereunto duly authorized.


Dated:  November 8, 1999               By:   /s/ Cornelius D. Mahoney
                                             ------------------------
                                             Cornelius D. Mahoney
                                             President, Chief Executive Officer
                                             and Chairman of the Board



















 <PAGE> 1







EXHIBIT 99.1     PRESS RELEASE



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[WORONOCO BANCORP, INC. LOGO]                                    31 Court Street
                                             Westfield, Massachusetts 01086-0978
                                                          Telephone 413-568-9141


FOR IMMEDIATE RELEASE                        FOR MORE INFORMATION CONTACT:
                                             Mark Roberts
                                             Vice President Finance
                                             (413) 568-9141


- --------------------------------------------------------------------------------

              WORONOCO BANCORP, INC. TO REPURCHASE COMMON STOCK

- --------------------------------------------------------------------------------


WESTFIELD,  MA -  NOVEMBER  5, 1999 - Woronoco  Bancorp,  Inc.  (the  "Company")
(AMEX:WRO),  the holding  company for  Woronoco  Savings  Bank (the  "Bank") has
announced  that  it  has  received  regulatory  clearance  to  repurchase  up to
299,943 shares of its common stock.

Cornelius D. Mahoney, Chairman, President and CEO of Woronoco Bancorp, Inc. said
that the Company has been  authorized by its Board of Directors to repurchase up
to 5% of the Company's  5,998,860  outstanding  shares.  It is intended that all
such repurchases will be effected within the next six months.

Mr.  Mahoney  commented,  "We  believe  that the  repurchase  of the shares will
enhance  shareholder value as such repurchases have the effect of increasing the
earnings per share and book value of the remaining shares outstanding.  The last
trade of the  common  stock on  November  5, 1999 was  approximately  69% of its
tangible  book value at $14.29 per share (as of September  30,  1999).  Based on
this,  we believe that the  repurchase  of our shares is an excellent  long-term
investment."

The  repurchase  will  be  made  in  open-market  transactions,  subject  to the
availability of stock.

Woronoco Bancorp,  Inc. completed its initial public offering of common stock in
connection   with   the   conversion   of   Woronoco   Savings   Bank   from   a
Massachusetts-chartered  mutual savings bank to a Massachusetts-chartered  stock
savings bank on March 19, 1999. In the conversion, Woronoco Bancorp, Inc. issued
an aggregate of 5,998,860  shares, of which 5,554,500 shares were sold at $10.00
per share,  raising  $55,545,000  in gross  proceeds  and 444,360 were issued to
Woronoco Savings Charitable Foundation.





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Woronoco Bancorp,  Inc. is a publicly owned savings and loan holding company and
the parent  corporation  of Woronoco  Savings  Bank,  headquartered  at 31 Court
Street,  Westfield,  Massachusetts  01085.  The Bank  provides a wide variety of
financial products and services through its 11 branch offices located throughout
Hampden and Hampshire Counties in Western Massachusetts. The Bank's deposits are
insured by the Federal Deposit Insurance Corporation and the Depositor Insurance
Fund. For more  information  regarding the Bank's  products and services and for
Woronoco Bancorp, Inc. investor relations information, please visit our web site
at WWW.WORONOCO.COM.

Statements  contained  in this news  release,  which are not  historical  facts,
contain  forward-looking  statements  as that  term is  defined  in the  Private
Securities  Litigation Reform Act of 1995. Such  forward-looking  statements are
subject to risk and  uncertainties,  which could cause actual  results to differ
materially  from those currently  anticipated due to a number of factors,  which
include,  but are not limited to,  factors  discussed in documents  filed by the
Company with the Securities and Exchange Commission from time to time.






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