<PAGE>
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
February 11, 1999
(Date of Earliest Event reported)
CCBT BANCORP, INC.
(Exact name of registrant as specified in charter)
MASSACHUSETTS 04-3437708
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601 (Address
of principal executive offices, including zip code)
(508) 394-1300
(Registrant's telephone number, including area code)
The Exhibit Index appears on page 4.
There are 148 pages in this Report, including exhibits.
<PAGE>
ITEM 5. OTHER EVENTS.
On February 11, 1999 (the "Effective Date") CCBT Bancorp, Inc. (the
"Company") and Cape Cod Bank and Trust Company, a Massachusetts commercial bank
with trust powers (the "Bank"), consummated the formation of a holding company
for the Bank (the "Reorganization") pursuant to a Plan of Reorganization and
Acquisition dated as of October 8, 1998 (the "Plan of Reorganization"). Pursuant
to the Plan of Reorganization, at the Effective Date, each issued and
outstanding share of the Bank's common stock, par value $2.50 per share,
automatically and without consideration was converted into and exchanged for one
share of the common stock, par value $1.00 per share (the "Common Stock"), of
the Company. Prior to the completion of the Reorganization, the Company was a
wholly-owned subsidiary of the Bank. On the Effective Date, the Bank became a
wholly-owned subsidiary of the Company and the stockholders of the Bank became
stockholders of the Company. No additional shares were offered or sold in
connection with the Reorganization.
Until the Effective Date, the Bank's common stock was registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and traded on the Nasdaq National Market System. The Bank has filed
reports with the FDIC under Section 12(i) of the Exchange Act since 1986. This
report on Form 8-K is being filed in connection with the registration of the
Common Stock of the Company under Section 12(g) of the Exchange Act pursuant to
Rule 12g-3(a) thereunder. As of the Effective Date, (i) the Company is the
successor issuer to the Bank, (ii) the Common Stock of the Company is held of
record by three hundred or more persons and (iii) the Common Stock of the
Company is listed in place of the common stock of the Bank on the Nasdaq
National Market System under the trading symbol "CCBT."
Pursuant to the Plan of Reorganization, as of the Effective Date, the
Company assumed all of the Bank's obligations under the Bank's stock option
plan, as evidenced by the CCBT Bancorp, Inc. Stock Option Plan, which was
assumed and adopted by the Company as the Company's stock option plan (the
"Stock Option Plan"). In addition, the Cape Cod Bank and Trust Company Employee
Stock Ownership Plan and Trust (the "ESOP") will be deemed to refer instead to
Bancorp Common Stock (the Stock Option Plan and the ESOP, together, the "Benefit
Plans"). Under the Benefit Plans, the Company will issue shares of its Common
Stock in lieu of shares of Bank Common Stock. The Company intends to file a
registration statement on Form S-8 for all Common Stock issuable under the Stock
Option Plan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this report.
2.1 Plan of Reorganization and Acquisition dated as of October 8,
1998 between the Company and the Bank
3.1 Articles of Organization of the Company
3.2 By-laws of the Company
3.3 Articles of Organization of the Bank
3.4 By-laws of the Bank
4.1 Specimen certificate for shares of Common Stock of the Company
99.1 Annual Report of the Bank on Form 10-K for the year ended
December 31, 1997, as filed with the Federal Deposit Insurance
Corporation ("FDIC")
<PAGE>
99.2 Quarterly Report of the Bank on Form 10-Q for the quarter ended
March 31, 1998, as filed with the FDIC
99.3 Quarterly Report of the Bank on Form 10-Q for the quarter ended
June 30, 1998, as filed with the FDIC
99.4 Proxy Statement, dated November 9, 1998, delivered to the Bank's
stockholders in connection with the Bank's December 4, 1998
Special Meeting of Stockholders, as filed with the FDIC
99.5 Quarterly Report of the Bank on Form 10-Q for the quarter ended
September 30, 1998, as filed with the FDIC
99.6 Notification pursuant to Section 225.17 of Regulation Y (12
C.F.R.ss.225.17) for a One-Bank Holding Company Formation filed
by the Company with the Federal Reserve Bank of Boston on October
26, 1998
99.7 Application for Acquisition of a Bank by a Company pursuant to
MGL c. 172, ss. 26B, filed by the Company with the Commissioner
of Banks of the Commonwealth of Massachusetts on
December 7, 1998
2
<PAGE>
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.
CCBT BANCORP, INC.
Date: February 11, 1999 By: /s/ Stephen B. Lawson
-------------------------------------
Stephen B. Lawson
President and Chief Executive Officer
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
<S> <C>
2.1 Plan of Reorganization and Acquisition dated as of
October 8, 1998 between the Company and the Bank
3.1 Articles of Organization of the Company
3.2 By-laws of the Company
3.3 Articles of Organization of the Bank
3.4 By-Laws of the Bank
4.1 Specimen certificate for shares of Common Stock of the
Company
99.1 Annual Report of the Bank on Form 10-K for the year ended
December 31, 1997, as filed with the Federal Deposit Insurance
Corporation ("FDIC")
99.2 Quarterly Report of the Bank on Form 10-Q for the quarter ended
March 31, 1998, as filed with the FDIC
99.3 Quarterly Report of the Bank on Form 10-Q for the quarter ended
June 30, 1998, as filed with the FDIC
99.4 Proxy Statement, dated November 9, 1998, delivered to the Bank's
stockholders in connection with the Bank's December 4, 1998
Special Meeting of Stockholders, as filed with the FDIC
99.5 Quarterly Report of the Bank on Form 10-Q for the quarter ended
September 30, 1998, as filed with the FDIC
99.6 Notification pursuant to Section 225.17 of Regulation Y (12
C.F.R. ss. 225.17) for a One-Bank Holding Company Formation filed
by the Company with the Federal Reserve Bank of Boston on October
26, 1998.
99.7 Application for Acquisition of a Bank by a Company pursuant to
MGL c. 172, ss. 26B, filed by the Company with the Commissioner
of Banks of the Commonwealth of Massachusetts on December 7,
1998.
</TABLE>
- - ---------------------------
<PAGE>
EXHIBIT 2.1
PLAN OF REORGANIZATION AND ACQUISITION
PURSUANT TO SECTION 26B OF CHAPTER 172
OF THE GENERAL LAWS OF MASSACHUSETTS
This Plan of Reorganization and Acquisition (the "Plan") is dated as of
October 8, 1998, and made between Cape Cod Bank and Trust Company, a
Massachusetts trust company (the "Bank"), and CCBT Bancorp, Inc., a
Massachusetts corporation ("Bancorp").
The Bank is a trust company, duly organized and validly existing under
the laws of the Commonwealth of Massachusetts, with its principal office at 307
Main Street, Hyannis, Massachusetts 02601. As of the date hereof, the authorized
capital stock of the Bank consists of 12,000,000 shares of common stock, par
value $2.50 per share (the "Bank Common Stock"), of which 9,061,064 shares are
issued and outstanding and 400,000 shares are reserved for issuance under the
Cape Cod Bank and Trust Company 1997 Stock Option Plan (as the same may be
renamed from time to time) (the "Stock Option Plan").
Bancorp is a corporation, duly organized and validly existing under the
laws of the Commonwealth of Massachusetts, with its principal office at 307 Main
Street, Hyannis, Massachusetts 02601. The articles of organization of Bancorp at
the Effective Time (as defined herein) will provide for authorized capital stock
consisting of 12,000,000 shares of common stock, par value $1.00 per share (the
"Bancorp Common Stock"). As of the date hereof, there are 100 shares of Bancorp
Common Stock issued and outstanding, all of which are held by the Bank.
The Bank and Bancorp have agreed that Bancorp will acquire all of the
issued and outstanding shares of Bank Common Stock in exchange for shares of
Bancorp Common Stock pursuant to the provisions of Section 26B of Chapter 172 of
the General Laws of Massachusetts and of this Plan. The Plan has been adopted
and approved by a vote of a majority of all the members of the Board of
Directors of the Bank and by a vote of a majority of all the members of the
Board of Directors of Bancorp. The officers of the Bank and of Bancorp whose
respective signatures appear below have been duly authorized to execute and
deliver this Plan.
Now, THEREFORE, in consideration of these premises, the Bank and Bancorp
agree as follows:
SECTION 1 - APPROVAL AND FILING OF PLAN
1.1. The Plan shall be submitted for approval by the holders of Bank
Common Stock at a meeting to be called and held in accordance with the
applicable provisions of law. Notice of such meeting shall be published at least
once a week for two successive weeks in a newspaper of general circulation in
the County of Barnstable, Commonwealth of Massachusetts. Both of said
publications shall be at least fifteen days prior to the date of the meeting.
1.2. Upon approval of the Plan by the affirmative vote of the holders of
66 2/3% of the outstanding shares of Bank Common Stock as required by law, the
Bank and Bancorp shall submit the Plan to the Commissioner of Banks of the
Commonwealth of Massachusetts (the "Bank Commissioner") for his approval and
filing in accordance with the provisions of Section 26B of Chapter 172 of the
General Laws of Massachusetts. The Plan shall be accompanied by such
certificates of the respective officers of the Bank and Bancorp, as well as
filing fees, as may be required by law and a written request from the Bank that
the Plan not be filed by the Bank Commissioner until such future time as the
Bank Commissioner shall have received from the Bank and Bancorp the written
notice described in Subsection 2.1.
1.3. If the requisite approval of the Plan is obtained at the meeting of
holders of Bank Common Stock referred to in Subsection 1.1, 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
<PAGE>
indicating that the Plan has been approved and that shares of Bank Common Stock
evidenced by such certificates are subject to acquisition by Bancorp pursuant to
the Plan.
SECTION 2 - DEFINITION OF EFFECTIVE TIME
2.1. The Plan shall become effective at 12:01 A.M. on the first business
day following the date on which the Bank and Bancorp advise the Bank
Commissioner in writing (i) that all the conditions precedent to the Plan
becoming effective specified in Section 5 have been satisfied and (ii) that the
Plan has not been abandoned by the Bank or Bancorp in accordance with the
provisions of Section 6, or at such other date and time as is specified in such
written notice to the Bank Commissioner. Such time is hereafter called the
"Effective Time."
SECTION 3 - ACTIONS AT THE EFFECTIVE TIME
3.1. At the Effective Time, Bancorp shall, without any further action on
its part or on the part of the holders of Bank Common Stock, automatically and
by operation of law acquire and become the owner for all purposes of all the
then issued and outstanding shares of Bank Common Stock and shall be entitled to
have issued to it by the Bank a certificate or certificates representing such
shares. Thereafter, Bancorp 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, the shares of Bancorp Common Stock which are
outstanding immediately prior to the Effective Time shall be canceled.
3.3. At the Effective Time, the holders of the then issued and
outstanding shares of Bank Common Stock shall, without any further action on
their part or on the part of Bancorp, automatically and by operation of law
cease to own such shares and shall instead become owners of one share of Bancorp
Common Stock for each share of Bank Common Stock held by them immediately prior
to the Effective Time. Thereafter, such persons shall have full and exclusive
power to vote such shares of Bancorp Common Stock, to receive dividends thereon,
except as otherwise provided herein, and to exercise all rights of an owner
thereof.
3.4. 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 an equal number of shares of
Bancorp Common Stock. 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.
3.5. Notwithstanding any of the foregoing, any Dissenting Stockholder,
as defined in Subsection 8.1, shall have such rights as are provided by
Subsection 8.2 and by the laws of the Commonwealth of
Massachusetts.
SECTION 4 - ACTIONS AFTER THE EFFECTIVE TIME
As soon as practicable and in any event not more than thirty days after
the Effective Time:
4.1. Bancorp shall deliver to the transfer agent for the Bank and
Bancorp (the "Transfer Agent"), as agent for the then holders of the Old
Certificates (other than Old Certificates representing shares of Bank Common
Stock as to which dissenters' appraisal rights shall have been exercised), a
certificate or certificates for the aggregate number of shares of Bancorp Common
Stock (the "New Certificates"), to which said holders shall be entitled. Each
such holder may surrender his Old Certificate to the Transfer Agent and receive
in exchange therefor a New Certificate for an equal number of shares of Bancorp
Common Stock. However, holders of Old Certificates need not surrender Old
Certificates to the Transfer Agent in exchange for a New Certificate. The
Transfer Agent shall treat Old Certificates as representing for all purposes an
equal number of shares of Bancorp Common Stock.
2
<PAGE>
4.2. Bancorp may publish a notice to the holders of all Old Certificates
specifying the Effective Time of the Plan and notifying such holders that they
may present their Old Certificates to the Transfer Agent for exchange for a New
Certificate representing an equal number of shares of Bancorp Common Stock. Such
notice may likewise be given by mail to such holders at their addresses on the
Bank's records.
SECTION 5 - CONDITIONS PRECEDENT
The Plan and the acquisition provided for herein shall not become
effective unless all of the following first shall have occurred:
5.1. The Plan shall have been approved by the affirmative vote of the
holders of two-thirds of the outstanding Bank Common Stock at a meeting of such
stockholders called for such purpose.
5.2. The Plan shall have been approved by the Bank Commissioner and a
copy of the Plan with his approval endorsed thereon shall have been filed in his
office, all as provided in Section 26B of Chapter 172 of the
General Laws of Massachusetts.
5.3. Any approval, consent, or waiver required by the Board of Governors
of the Federal Reserve System shall have been received, and any waiting period
imposed by applicable law shall have expired.
5.4. The Bank shall have received a favorable opinion from its counsel,
satisfactory in form and substance to the Bank, with respect to the federal
income tax consequences of the Plan and the acquisition contemplated thereby.
5.5. The shares of Bancorp Common Stock to be issued to the holders of
Bank Common Stock pursuant to the Plan shall have been registered or qualified
for such issuance to the extent required under all applicable state
securities laws.
5.6. The Bank and Bancorp shall have obtained all other consents,
permissions and approvals and taken all actions required by law or agreement, or
deemed necessary by the Bank or Bancorp, prior to the consummation of the
acquisition provided for by the Plan and to Bancorp's having and exercising all
rights of ownership with respect to all of the outstanding shares of Bank Common
Stock acquired by it thereunder.
SECTION 6 - ABANDONMENT OF PLAN
6.1. The Plan may be abandoned by either the Bank or Bancorp at any time
before the Effective Time in
the event that:
(a) Necessary regulatory approvals cannot be obtained, or the
conditions or obligations associated with such regulatory approvals make
consummation of the acquisition contemplated by the Plan inadvisable
in the opinion of Bank or Bancorp;
(b) The number of shares of Bank Common Stock owned by Dissenting
Stockholders, as defined in Subsection 8.1, shall make consummation of the
acquisition contemplated by the Plan inadvisable in the opinion of the Bank or
Bancorp;
(c) Any action, suit, proceeding or claim has been instituted,
made or threatened relating to the Plan which shall make consummation of the
acquisition contemplated by the Plan inadvisable in the opinion of the Bank or
Bancorp; or
(d) For any other reason consummation of the acquisition
contemplated by the Plan is inadvisable in the opinion of the Bank or Bancorp.
3
<PAGE>
Such abandonment shall be effected by written notice by either the Bank
or Bancorp to the other of them, and shall be authorized or approved by the
Board of Directors of the party giving such notice. Upon the giving of such
notice, the Plan shall be terminated and there shall be no liability hereunder
or on account of such on the part of the Bank or Bancorp or the Directors,
officers, employees, agents or stockholders of either of them. In the event of
abandonment of the Plan, the Bank shall pay the fees and expenses incurred by
itself and Bancorp in connection with the Plan and the proposed acquisition. If
either party hereto gives written notice of termination to the other party
pursuant to this section, the party giving such written notice shall
simultaneously furnish a copy thereof to the Bank Commissioner.
SECTION 7 - AMENDMENT OF PLAN
7.1. The Plan may be amended or modified at any time by mutual agreement
of the Boards of Directors of Bancorp and the Bank (i) prior to its approval by
the stockholders of the Bank, in any respect, and (ii) subsequent to such
approval, in any respect, provided that the Bank Commissioner shall approve of
such amendment or modification.
SECTION 8 - RIGHTS OF DISSENTING STOCKHOLDERS
8.1. "Dissenting Stockholders" shall mean those holders of Bank Common
Stock who file with the Bank before the taking of the vote on the Plan, written
objection to the Plan, pursuant to Section 86 of Chapter 156B of the General
Laws of Massachusetts, stating that they intend to demand payment for their
shares of Bank Common Stock if the Plan is consummated and whose shares are not
voted in favor of the Plan.
8.2. Dissenting Stockholders who comply with the provisions of Sections
86 to 98, inclusive, of Chapter 156B of the General Laws of Massachusetts and
all other applicable provisions of law shall be entitled to receive from the
Bank payment of the fair 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 fair value of such shares as provided by law, shall be canceled. Shares
of Bancorp Common Stock, to which Dissenting Stockholders would have been
entitled had they not dissented, shall be deemed to constitute authorized but
unissued shares of Bancorp Common Stock and may be sold or otherwise disposed of
by Bancorp at the discretion of, and on such terms as may be fixed by, its Board
of Directors.
SECTION 9 - STOCK OPTIONS
By voting in favor of the Plan and by consummation of the acquisition
contemplated by the Plan, Bancorp shall have approved adoption by Bancorp of the
Stock Option Plan of the Bank as the Stock Option Plan of Bancorp and shall have
agreed to issue Bancorp Common Stock in lieu of Bank Common Stock pursuant to
stock options then outstanding under the Stock Option Plan. As of the Effective
Time, the unexercised portion of the options outstanding under the existing
Stock Option Plan shall be assumed by Bancorp and thereafter shall be
exercisable only for shares of Bancorp Common Stock, with each such option being
exercisable for a number of shares of Bancorp Common Stock equal to the number
of shares of Bank Common Stock that were available thereunder immediately prior
to the Effective Time, and with no change in the exercise price or any other
term or condition of such option. Bancorp and the Bank shall make appropriate
amendments to the Stock Option Plan to reflect the adoption of such plan as the
Stock Option Plan of Bancorp without adverse effect upon the options outstanding
under the Stock Option Plan.
SECTION 10 - GOVERNING LAW
The Plan shall take effect as a sealed instrument and shall be governed
by and construed in accordance with the laws of the Commonwealth of
Massachusetts.
4
<PAGE>
SECTION 11 - COUNTERPARTS
The Plan may be executed in several identical counterparts, each of
which when executed and delivered by the parties hereto shall be an original,
but all of which together shall constitute a single instrument. In making proof
of the Plan, it shall not be necessary to produce or account for more than one
such counterpart.
5
<PAGE>
CAPE COD BANK AND TRUST COMPANY
By: /s/ Stephen B. Lawson
-------------------------------------
Stephen B. Lawson
President and Chief Executive Officer
ATTEST:
/s/ Noal D. Reid
- - -----------------------
Noal D. Reid
Chief Financial Officer
CCBT BANCORP, INC.
By: /s/ Stephen B. Lawson
-------------------------------------
Stephen B. Lawson
President and Chief Executive Officer
ATTEST:
/s/ Noal D. Reid
- - ------------------------
Noal D. Reid
Chief Financial Officer
I hereby approve this Plan of Reorganization and Acquisition.
1/29/99 /s/ Thomas J. Curry
- - ------- ---------------------
Date Commissioner of Banks
6
<PAGE>
EXHIBIT 3.1
/s/ SIGNATURE
ILLEGIBLE
- - ---------------
Examiner THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ILLEGIBLE
- - ----------
Name ARTICLES OF ORGANIZATION
Approved (GENERAL LAWS, CHAPTER 156B)
ARTICLE I
The exact name of the corporation is:
CCBT Bancorp, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
A. To acquire, invest in or hold stock in any subsidiary
permitted under (i) the Bank Holding Company Act of 1956, and
(ii) Massachusetts General Laws, Chapter 167, as such statutes
may be amended from time to time, and to engage in any other
activity or enterprise permitted to a bank holding company
under said statutes or other applicable law.
B. To buy, sell, invest in, hold and deal in property of every
nature and description, real and personal, tangible and
intangible, permissible for such a corporation.
C
C. To carry on any business or other activity which may be
P lawfully carried on by a corporation organized under the
Business Corporation Law of the Commonwealth of Massachusetts,
M whether or not related to those referred to in the foregoing
paragraphs.
R.A.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE
5 8 1/2 x 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH.
- - ---- ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG
P.C. AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.
1
<PAGE>
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
- - --------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
- - --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- - --------------------------------------------------------------------------------
Common: 0 Common: 12,000,000 $1.00
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Preferred: 0 Preferred: 0
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
ARTICLE IV
If more than one class of stock is authorized state a distinguishing designation
for each class. Prior to the issuance of any shares of a class, if shares of
another class are outstanding, the corporation must provide a description of the
preferences, voting powers, qualifications, and special or relative rights or
privileges of that class and of each other class of which shares are outstanding
and of each series then established within any class.
None.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None.
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
None.
**If there are no provisions state "None".:
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
2
<PAGE>
ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.
ARTICLE VIII
THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
307 Main Street, Hyannis, Massachusetts 02601
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
<TABLE>
<CAPTION>
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
<S> <C> <C> <C>
President: Stephen B. Lawson 218 Willow Street
West Barnstable, MA 02630 Same
Treasurer: Noal D. Reid 156 Blue Rock Road
South Yarmouth, MA 02664 Same
Clerk: John S. Burnett 14 Madison Avenue
Centerville, MA 02632 Same
Directors: SEE ATTACHMENT A
</TABLE>
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of: December
d. The name and business address of the resident agent, if any, of the
corporation is: John S. Burnett, Clerk
307 Main Street, Hyannis, Massachusetts 02601
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names set forth above, have been duly elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY. I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) are clearly typed or printed beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 8th day of October, 1998.
/s/ Jennifer D. Miller, Esq.
- - --------------------------------------------------------------------------------
Jennifer D. Miller, Esq.
- - --------------------------------------------------------------------------------
Goodwin, Procter & Hoar, LLP
- - --------------------------------------------------------------------------------
Exchange Place, Boston, Massachusetts 02109
- - --------------------------------------------------------------------------------
NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.
3
<PAGE>
ATTACHMENT A
------------
Directors of CCBT Bancorp, Inc.
Name Residential Address Post Office Address
Mr. Stephen B. Lawson 218 Willow Street Same
West Barnstable, MA 02630
Mr. John F. Aylmer 119 Tern Lane Same
Centerville, MA 02632
Mr. Palmer Davenport 177 Uncle Barney's Road P.O. Box 218
West Dennis, MA 02670 West Dennis, MA 02670
Mr. George D. Denmark 29 Depot Road P.O. Box 92
Cataumet, MA 02534 Cataumet, MA 02534
Mr. John Otis Drew 39 Sea Marsh Road Same
Centerville, MA 02632
Mr. William C. Snow 22 Gibson Lane P.O. Box 355
Orleans, MA 02653 Orleans, MA 02653
4
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B)
============================================================
I hereby certify that, upon examination of these Articles of
Organization, duly submitted to me, it appears that the
provisions of the General Laws relative to the organization
of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $12,000.00
having been paid, said articles are deemed to have been filed
with me this 8th day of October 1998.
Effective date: ____________________________________________
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
FILING FEE: One tenth of one percent of the total authorized
capital stock, but not less than $200.00. For the purpose of
filing, shares of stock with a par value less than $1.00, or
no par stock, shall be deemed to have a par value of $1.00
per share.
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Paul W. Lee, P.C.
------------------------------------------
Goodwin, Procter & Hoar, LLP
------------------------------------------
Exchange Place, Boston, MA 02109
------------------------------------------
Telephone: (617) 570-1000
--------------------------------
5
<PAGE>
EXHIBIT 3.2
CCBT BANCORP, INC. (THE "COMPANY")
BY-LAWS
ARTICLE I
PRINCIPAL OFFICE
The Company shall have its principal office in the County of Barnstable,
Massachusetts, and may have branch offices at such place or places as are
permitted by law and authorized by the Board of Directors.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders shall
be held on the fourth Thursday of April of each year at such time and place in
the County of Barnstable, Massachusetts, as shall be determined by the Board of
Directors and specified in the notice of the meeting, for the election of a
Clerk and a Board of Directors and the transaction of such other business as may
properly come before the meeting.
If, for any cause, the annual meeting shall not be called and held as
hereinabove prescribed, a special meeting shall be called in the manner
hereinbelow provided in lieu of the annual meeting and for the purposes thereof
and for such additional purposes as shall be specified in the notice of said
special meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders shall
be called by the Clerk as directed by vote of the Board of Directors or at the
written request of the President, five Directors, or one or more stockholders of
record holding at least thirty percent of the capital stock issued and
outstanding and entitled to vote, and at such time and place in the County of
Barnstable, Massachusetts, and for such purposes as shall be stated in such vote
or request consistent with these By-laws, the Articles of Organization, and
applicable provisions of law.
SECTION 3. NOTICE. The Clerk shall give notice of every meeting of the
stockholders by mailing, postage prepaid, a written notice thereof at least
seven days before the time fixed for the meeting to each stockholder of record
entitled to vote thereat addressed to him at his address as appearing upon the
books of the Company. The notice of each meeting shall set forth the time,
place, and purposes thereof.
In the event of the absence, incapacity or refusal of the Clerk to call
or give notice of any annual meeting or any special meeting, such meeting may be
called by the President or by any other person designated for the purpose by the
Board of Directors, in the manner hereinabove prescribed.
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SECTION 4. METHOD OF VOTING. Each holder of record of stock outstanding
and entitled to vote at a meeting, if present in person or represented by valid
proxy thereat, shall have one vote at such meeting for each share of stock
outstanding and entitled to vote thereat held of record by such holder. A proxy
may be appointed by an instrument in writing signed by the stockholder or his
duly authorized attorney or legal representative but no proxy instrument which
is dated more than six months before the meeting named therein shall be accepted
and no such proxy instrument shall be valid after the final adjournment of such
meeting. All proxy instruments shall be filed with and verified by the Clerk of
the meeting before being voted.
Election of Directors and Clerk shall be by ballot, and upon request of
any stockholder at any meeting, the vote upon any question properly brought
before the meeting shall be by ballot.
SECTION 5. QUORUM. At any stockholders' meeting a majority in interest
of the shares of stock of the Company outstanding and entitled to vote,
represented at the meeting by stockholders of record in person or by proxy,
shall constitute a quorum for the transaction of business at any meeting. When a
quorum is present at any meeting, a majority of the stock represented thereat
and entitled to vote shall decide any question brought up at such meeting,
except where a larger vote is required by express provision of law or by these
By-laws or the Articles of Organization.
SECTION 6. ADJOURNMENTS. By vote of the holders of record of a majority
of the stock outstanding and entitled to vote at a meeting and present in person
or by proxy thereat, whether or not a quorum is present, such meeting may be
adjourned finally or to reconvene to the same place or at such other place in
Barnstable County and at such other time as shall be specified in such vote. No
notice of any such adjournment shall be required other than announcement of such
adjournment at the meeting or at any adjournment thereof at which such
adjournment is voted, whether the adjournment is by vote of a quorum or of less
than a quorum.
At any such reconvened meeting, whether the adjournment has been by vote
of a quorum or of less than a quorum, at which a quorum shall be present in
person or by proxy, any business may be transacted which might have been
transacted at the meeting as originally called.
SECTION 7. ADDRESSES OF STOCKHOLDERS. Every stockholder, if and when
requested by the Clerk, shall file with the Clerk an address at or to which all
notices may be served upon or mailed to such stockholder and, if no such address
is furnished, notices may be addressed to such stockholder at any other address
of the stockholder appearing upon the books of the Company as determined by the
Secretary.
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ARTICLE III
DIRECTORS, OFFICERS AND COMMITTEES
SECTION 1. DIRECTORS. The Board of Directors of the Company shall
consist of not less than six nor more than sixteen Directors as fixed by the
stockholders pursuant to these By-laws.
At least three-fourths of the Directors shall be citizens of the
Commonwealth and resident therein.
SECTION 2. OFFICERS. The officers of the Company shall be a President,
a Treasurer, one or more Vice Presidents, one or more Assistant Treasurers, a
Clerk, and a Secretary of the Board of Directors, and if the Board of Directors
so determines, a Chairman of the Board of Directors, and such other officers as
shall be elected by the Board of Directors.
The Clerk shall be a resident of the Commonwealth. One person may be
elected to and serve in more than one office except that the President may not
be either the Treasurer or the Clerk.
SECTION 3. COMMITTEES. There shall be an Executive Committee, as
hereinafter provided for, and such additional committees as the Board of
Directors shall from time to time appoint.
SECTION 4. OATH OF OFFICE. The Directors and officers shall be sworn to
the faithful performance of their duties as prescribed by law and the Directors
shall take such additional oath as shall be required by law.
ARTICLE IV
ELECTIONS
SECTION 1. DIRECTORS. Except as hereinbelow provided, approximately
one-third of the Directors shall be chosen by ballot at each annual meeting of
the stockholders or special meeting of the stockholders called in lieu of and
for purposes of the annual meeting. They shall serve for a term of three years
and until their successors are elected and have qualified, providing, however,
that a term of one or two years shall be substituted when necessary to insure
that no person serve as a Director after the annual meeting following such
person's 72nd birthday.
There shall be three classes of directors. The initial Class I Directors
shall serve for a term expiring at the annual meeting of stockholders to be held
in 1999, the initial Class II Directors shall serve for a term expiring at the
annual meeting of stockholders to be held in 2000, and the initial Class III
Directors shall serve for a term expiring at the annual meeting of stockholders
to be held in 2001. Those standing for re-election shall be elected for a term
of three years.
The number of Directors shall be fixed within the limits above specified
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at each annual meeting of the stockholders or special meeting of the
stockholders called in lieu of and for the purposes of the annual meeting.
However, within the above limits additional Directors may be elected between
annual meetings of the stockholders at any special meeting of the stockholders
called for the purpose of increasing the number of Directors and of electing
additional Directors accordingly and any Directors so elected shall serve until
the date herein fixed for the next annual meeting of the stockholders and until
their successors are elected and have qualified. If proposed for re-election,
they shall be elected for a term of one, two, or three years which will maintain
a Board of Directors whose terms will expire one-third each year as nearly as
possible.
At the annual meeting, or a special meeting in lieu of the annual
meeting, or a special meeting called for the purpose, the stockholders may
change and fix the number of Directors within the limits above specified and may
leave open a maximum of two directorships for election by the Board of
Directors, and in such event the Board of Directors, in its discretion from time
to time, by vote of a majority of the Directors at the time in office may elect
not more than two additional Directors to serve until the next annual meeting.
SECTION 2. OFFICERS. The President, who shall be a member of the Board
of Directors, the Treasurer, the Secretary of the Board of Directors, and at
least one Vice President and one Assistant Treasurer shall be elected by the
Board of Directors at its organizational meeting held after each annual meeting
of the stockholders or special meeting of the stockholders called in lieu of and
for the purposes of the annual meeting. The Board of Directors shall also have
power to elect such additional Vice Presidents, Assistant Treasurers and other
officers and agents (other than the Clerk except in the event of a vacancy) and
a Chairman of the Board as the Board of Directors shall from time to time
determine and to confer upon any such other officers and agents such titles as
the Board of Directors sees fit. All officers and agents elected and appointed
by the Board of Directors shall hold their respective offices during the
pleasure of the Board of Directors.
The Clerk shall be elected by ballot at each annual meeting of the
stockholders or special meeting of the stockholders called in lieu of and for
the purposes of the annual meeting. He shall serve until the next annual meeting
of the stockholders and until his successor is elected and has qualified.
SECTION 3. RESIGNATIONS AND VACANCIES. Any Director or officer may
resign by giving written notice to the President, the Clerk or the Board of
Directors, and such resignation shall take effect as specified in the notice or
sooner at the pleasure of the Board of Directors.
Vacancies in the Board of Directors or in any office may be filled by
the Board of Directors and in the event of a vacancy in the Board of Directors,
such vacancy may be filled by the remaining members of the Board then in office.
The person chosen to fill any vacancy in the Board of Directors or in the office
of Clerk shall hold office for the unexpired portion of the term for which his
predecessor was chosen and the person chosen to fill any other office shall hold
office during the pleasure of the Board of Directors.
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ARTICLE V
POWERS AND DUTIES OF BOARD OF DIRECTORS
SECTION 1. REGULAR MEETINGS. The Board of Directors shall hold regular
meetings at least once in each fiscal quarter, and at such other times as the
Board shall from time to time determine, upon such day, at such time, and at
such place as the Board shall from time to time determine. No notice of any
regular meeting shall be necessary.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by the Clerk, or other officer designated for the
purpose by the Board, at the request of the President or two Directors, and at
such time and place and for such purposes as shall be stated in such request
consistently with these and applicable provisions of law. An organizational
meeting of the Board of Directors may be held immediately after the annual
meeting of stockholders.
Notice of the time and place of any special meeting shall be given by
the Clerk or other officer calling the meeting orally or in writing at least 24
hours before the time fixed for the meeting. Except as otherwise provided below
in this Section 2, notice mailed to a Director at his usual place of business or
residence at least 24 hours before the time fixed for the meeting shall be
sufficient. Any notice received by a Director in time to enable him to attend
the meeting concerning which notice is given shall be likewise sufficient as to
that meeting. Any meeting shall be legal without notice if each Director waives
such notice by a writing filed with the records of the meeting either before or
after the holding thereof. Except as may be otherwise prescribed by law, any
business whatsoever may be transacted at a meeting of the Board although it may
not have been specified in the notice of the meeting.
SECTION 3. QUORUM. A majority of the Directors at the time in office
shall constitute a quorum for the transaction of business at any meeting. The
vote of a majority of the Directors present at any meeting when a quorum is
present shall be sufficient for action at such meeting.
A majority of the Directors present at any meeting, although less than a
quorum, may adjourn the meeting finally or from time to time. No notice of such
adjournment other than announcement at the meeting or at an adjournment at which
such adjournment is voted shall be necessary.
SECTION 4. POWERS. The Board of Directors shall have the general
management and direction of the property, business and affairs of the Company
and all its trusts and undertakings and may exercise all powers of the Company
except such as are expressly reserved to the stockholders by applicable
provisions of law, the Articles of Organization, or these By-laws.
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Without limiting the generality of the foregoing, the Board of Directors
shall have full power to make or authorize all investments or reinvestments, to
authorize the sale, mortgage, pledge, or transfer of any real estate or personal
property belonging to the Company in any capacity, to prescribe the duties of
the officers, employees and agents of the Company consistently with applicable
provisions of law, the Articles of Organization, as amended, and these By-laws,
to fix the compensation of all officers, employees, and agents, including their
own fees for services as Directors or members of committees, and subject to
approval by the Board of Directors, in such instances as the Board of Directors
determines, to authorize any committee or any officer to fix the compensation of
such officers, employees and agents, or classifications thereof, as the Board of
Directors designates, to declare all dividends, to determine upon the form of
certificate of stock, and upon transfers thereof, and upon a corporate seal, to
fix the amount of the bond or bonds for officers, employees, and agents,
including the amount and terms and conditions of blanket or schedule bonds, to
issue from time to time any part of the previously authorized capital of the
Company, subject to applicable regulatory approval, and generally to take or
cause to be taken any action and do any and all things not repugnant to the
Articles of Organization, these By-laws and applicable provisions of law, which
the Board of Directors shall deem fit and proper to take, cause to be taken, or
to use and carry into effect the powers of the Company.
SECTION 5. CLASSIFICATION OF DIRECTORS. The provisions of Section 50A of
Chapter 156B of the General Laws of the Commonwealth of Massachusetts ("Section
50A"), as it may be amended from time to time, shall not apply to the
classification of directors of the Company within the meaning of Section 50A.
ARTICLE VI
POWERS AND DUTIES OF OFFICERS
SECTION 1. GENERAL. All officers shall perform such duties and have such
powers as shall be prescribed by law, by these By-laws, the Articles of
Organization, or the Board of Directors, or consistently with the foregoing
provision of this Section 1, as shall be designated by the President in the case
of any of said officers other than the Chairman of the Board, the Clerk, and
Secretary of the Board. Without limiting the generality of the foregoing and
subject, or in addition, to specific provisions of other Articles, certain
officers shall have specific duties and/or powers as stated in the following
sections of this Article.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
shall be elected by the Board of Directors, shall preside at all meetings of the
Board of Directors at which he shall be present.
SECTION 3. PRESIDENT. The President shall be the chief executive officer
of the Company. He shall preside at all meetings of the stockholders and, unless
there shall be a Chairman of the Board and such Chairman shall be present and
preside, at all meetings of the Board of Directors. He shall be ex officio a
member of all standing committees except any Auditing Committee and he shall
have the general management and direction of the Company's business in all
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departments and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
SECTION 4. VICE PRESIDENT. The Board of Directors may, in its
discretion, designate any one or more Vice Presidents as Executive Vice
President and any one or more of the Vice Presidents as Senior Vice President,
with such duties, powers and authorities, consistent with these By-laws, the
Articles of Organization, and applicable provisions of law, as the Board of
Directors shall from time to time determine.
A Director or Executive Vice President chosen by the Board of Directors,
shall have the duty of presiding at meetings of the stockholders when the
President is absent and at meetings of the Board of Directors when neither the
President nor the Chairman of the Board (if there shall be one) is present. The
Director or Executive Vice President chosen by the Board of Directors shall
perform the duties and have the powers and authorities of the President during
his absence or disability, except any duties, powers, and authorities which by
law only the President is permitted to perform or have.
SECTION 5. TREASURER. The Treasurer shall have custody of the corporate
seal. Subject to the general supervision of the Board of Directors and of the
President, the Treasurer shall be charged with and be responsible for the
keeping of adequate and accurate books of account in all departments of the
Company's business and with the preparation of reports therefrom as may be
required from time to time by the Board of Directors or by law.
SECTION 6. ASSISTANT TREASURERS. The Assistant Treasurers in such order
as the Board of Directors shall from time to time determine shall perform the
duties and have the powers and authorities of the Treasurer during his absence
or disability, except any duties, powers, and authorities which by law only the
Treasurer is permitted to perform or have.
SECTION 7. CLERK. The Clerk shall have custody of the books of record of
the meetings of the stockholders. He shall give due notice of and attend all
meetings of the stockholders and shall record the votes of the stockholders in
books kept for the purpose. In the absence of the President and a Vice President
at any meeting of stockholders, he shall call the meeting to order until a
temporary Chairman is chosen. In the absence of the Clerk at any meeting of the
stockholders, a temporary Clerk for such meeting shall be chosen who shall be
sworn to the faithful performance of his duties.
SECTION 8. SECRETARY OF THE BOARD. The Secretary of the Board shall
attend all meetings of the Board and shall keep the records thereof under the
supervision of the Board, except as the Board shall otherwise order. In the
absence of the Secretary of the Board at any meeting of the Board, a temporary
Secretary of the Board for such meeting shall be chosen who shall be sworn to
the faithful performance of his duties.
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ARTICLE VII
EXECUTIVE COMMITTEE
SECTION 1. COMPOSITION AND ELECTION. The Executive Committee shall
consist of the President, ex officio, and not less than 4 nor more than 6 other
members, who shall be elected by and from the Board of Directors and shall hold
office during the pleasure of the Board. The Board of Directors shall elect
members of the Executive Committee at or after the first meeting of the Board of
Directors held after each annual meeting of the stockholders or special meeting
of the stockholders called in lieu of and for the purposes of the annual
meeting. The Board of Directors may elect additional members of the Executive
Committee within the foregoing limits or fill vacancies in the Executive
Committee at any regular or special meeting of the Board of Directors.
The President shall be, ex officio, Chairman of the Executive Committee.
SECTION 2. POWERS. The Executive Committee shall supervise the business
affairs of the Company and shall have authority, except as otherwise prescribed
by the Board of Directors, when the Board of Directors is not in session, to
transact such business for and on behalf of the Company as the Board of
Directors might transact including the power to give such directions to the
officers regarding the Company and its affairs as the Committee determines and
the power to authorize any of the officers in the name and behalf of the Company
to sign, affix the corporate seal to, and deliver contracts, deeds, releases,
assignments or other instruments in writing.
SECTION 3. MEETINGS. Meetings of the Executive Committee shall be held
at such times and places as the Committee from time to time determines. Special
meetings of the Committee may be called at any time by the President, or in his
absence or disability, by any Vice President. No notice shall be necessary to
the validity of such meetings.
The Committee shall keep minutes of each of its meetings and the minutes
of each meeting, not previously submitted to the Board of Directors, shall be
submitted to the regular meeting of the Board of Directors next following such
meeting except as otherwise ordered by the Board.
SECTION 4. QUORUM. A majority of the Executive Committee at the time in
office shall constitute a quorum for the transaction of business and when a
quorum is present at any meeting the vote of a majority of those present shall
be sufficient for action at such meetings.
ARTICLE VIII
CERTIFICATES OF STOCK AND TRANSFERS THEREOF
SECTION 1. FORM - EXECUTION. Certificates of stock of the Company shall
be in such form permitted by law as the Board of Directors may from time to time
determine, and shall be signed by the President or a Vice President and by the
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Treasurer or an Assistant Treasurer and sealed with the corporate seal.
SECTION 2. TRANSFER. Shares of the stock of the Company shall be
transferable only on the books of the Company by assignment in writing by the
holder of record thereof, or his legal representative, in person or by duly
authorized attorney, upon surrender of the certificate thereof
The Company shall not be bound to take notice of or recognize any trust,
express, implied or constructive, or any charge or equity affecting any shares
of the capital stock or to ascertain or inquire whether any sale or transfer of
any such shares by any holder of record thereof, his attorney legally
constituted, or his legal representative, is authorized by such trust, charge or
equity or to recognize any person as having any interest therein, except the
holder of record thereof for the time being.
SECTION 3. LOSS, DESTRUCTION, MUTILATION. In case of the loss,
destruction or mutilation of a certificate of stock, a new certificate, to
replace the certificate so lost, destroyed, or mutilated, may be issued by order
of the Board of Directors upon reasonable evidence of such loss, destruction or
mutilation and the filing by the holder of record, or his legal representative,
of a bond of indemnity in such form, in such amount and with such surety or
sureties as the Board of Directors may approve.
SECTION 4. RECORD DATE. The Board of Directors may fix in advance a time
not more than sixty (60) days before the date of any meeting of the stockholders
or the date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof, or the right to receive such dividend or distribution, or
the right to give such consent or dissent, and in such case, only stockholders
of record on such record date shall have such right notwithstanding any transfer
of stock on the books of the corporation after the record date. In lieu of
fixing such date, the Board of Directors may for any of such purposes close the
stock transfer books of the Company for all or any portion of said sixty (60)
day period.
SECTION 5. ISSUANCE OF CAPITAL STOCK. The Board of Directors shall have
the authority to issue or reserve for issue from time to time the whole or any
part of the capital stock of the Company which may be authorized from time to
time, to such persons or organizations, for such consideration, whether cash,
property, services or expenses, and on such terms as the Board of Directors may
determine, including without limitation the granting of options, warrants, or
conversion or other rights to subscribe to said capital stock. The Board of
Directors may delegate some or all of its authority under this Section 5 to one
or more committees of Directors.
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ARTICLE IX
EXECUTION OF INSTRUMENTS
Checks, conveyances, deeds, assignments, discharges of mortgages and
other instruments, whether connected with the exercise by the Company of its
powers in any fiduciary capacity, or otherwise, shall be executed in the name
and behalf of the Company by such officer or officers or other individual or
individuals and in such manner as shall be prescribed or authorized from time to
time by the Board of Directors or the Executive Committee. Any such instrument
so executed by prescription or authority of the Executive Committee shall have
the same validity as if expressly authorized by vote of the Board of Directors.
ARTICLE X
CONTRIBUTIONS
The Board of Directors shall have power and authority to make
contributions, in such amounts as the Board of Directors may determine to be
reasonable, to corporations, trusts, funds or foundations, organized and
operated exclusively for charitable, scientific or educational purposes, no part
of the net earnings of which enures to the benefit of any private shareholder or
individual; provided that such contributions in any fiscal year shall not in the
aggregate exceed one-half of one percent of the capital and surplus of the
Company as of the end of the preceding fiscal year, unless contributions in
excess of one-half of one percent of such capital and surplus shall be
authorized by the stockholders at a regular or special meeting. Nothing in this
Article shall be construed as directly or indirectly restricting or otherwise
affecting, except as herein provided, the rights and powers of the Company with
reference to payments of the nature above specified.
ARTICLE XI
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
from time to time determine. Unless and until otherwise determined by the Board
of Directors, the corporate seal shall be circular and shall have thereon the
name of the Company and the year and state of its incorporation.
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ARTICLE XII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each person who is a Director or officer of the Company shall be
entitled, without prejudice to any other rights he may have, to be reimbursed by
the Company for, and indemnified by the Company against, all costs and expenses
reasonably incurred by him in connection with or arising out of any claim made,
or any action, suit or proceeding of whatever nature threatened or brought
against him or in which he may be involved as a party or otherwise by reason of
his having served as a Director or officer of the Company or by reason of any
action alleged to have been taken or omitted by him as such Director or officer,
whether or not he continues to be such Director or officer at the time of
incurring such costs and expenses, including amounts paid or incurred by him in
connection with reasonable settlements (other than amounts paid to the Company
itself) of any such claim, action, suit or proceeding. No such reimbursement or
indemnity shall be paid or made for any cost or expense incurred or settlement
made by such Director or officer in connection with any matter as to which he
shall be finally adjudged in any such action, suit, or proceeding to have been
derelict in the performance of his duty as such Director or officer, nor shall
anything herein contained be construed so as to permit or to authorize the
Company to indemnify any such Director or officer against any costs or expenses
arising out of or resulting from his own negligence or willful misconduct. No
Director or officer of the Company shall be liable to anyone for making any
determination as to the existence or absence of liability of the Company
hereunder or for making or refusing to make any payment hereunder or for taking
or omitting to take any other action hereunder, in reliance upon the advice of
counsel. Each person elected or appointed a Director or officer of the Company
shall, upon and by reason of such election or appointment, have the right to be
reimbursed and indemnified by the Company, as above set forth, with the same
force and effect as if the Company, to induce him to accept such election or
appointment, specifically agreed in writing to reimburse and indemnify him in
accordance with the foregoing provisions of this Article XII. Nothing herein
contained shall be construed as a limitation of any right to indemnification to
which any person would otherwise be entitled or as a limitation on the powers of
this Company or its Directors.
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ARTICLE XIII
FAIR PRICE PROVISION
The stockholder vote required to approve Business Combinations
(hereinafter defined) shall be as set forth in this Article XIII.
SECTION 1. HIGHER VOTE FOR BUSINESS COMBINATIONS. In addition to any
affirmative vote required by applicable provisions of law, the Articles of
Organization or these By-laws, and except as otherwise expressly provided in
Section 3 of this Article XIII:
(a) Any merger or consolidation of the Company or any
Subsidiary with (i) any Interested Stockholder or (ii) 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 an
Interested Stockholder; or
(b) Any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of
transactions) to or with any Interested Stockholder or any
Affiliate or Associate of any Interested Stockholder of
any assets of the Company or any Subsidiary thereof having
an aggregate Fair Market Value of $5,000,000 or more; or
(c) The issuance, exchange or transfer by the Company or any
Subsidiary (in one transaction or a series of
transactions) of any securities of the Company or any
Subsidiary to any Interested Stockholder or any Affiliate
or Associate of any Interested Stockholder in exchange for
cash, securities or other consideration (or a combination
thereof) having an aggregate Fair Market Value of
$5,000,000 or more; or
(d) The adoption of any plan or proposal for the liquidation
or dissolution of the Company proposed by or on behalf of
an Interested Stockholder or any Affiliate or Associate of
any Interested Stockholder; or
(e) Any reclassification of securities (including any reverse
stock split), or recapitalization of the Company, or any
merger or consolidation of the Company with any of its
Subsidiaries or any other transaction (whether or not with
or into or otherwise involving an Interested Stockholder)
which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of
the Company or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or any
Affiliate or Associate of any Interested Stockholder; or
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(f) Any agreement, contract or other arrangement with an
Interested Stockholder (or in which the Interested
Stockholder has an interest other than proportionately as
a stockholder) providing for any one or more of the
actions specified in subsections (a) to (e) of this
Section 1, shall require the affirmative vote of the
holders of at least eighty percent (80%) of the votes
which all stockholders would be entitled to cast at any
annual election of Directors or class of Directors (the
"Voting Stock"). Such affirmative vote shall be required
notwithstanding the fact that no vote may be required or
that a lesser percentage may be specified by applicable
provisions of law or in any agreement with any national
securities exchange or otherwise.
SECTION 2. DEFINITION OF "BUSINESS COMBINATION." The term "Business
Combination" as used in this Article XIII shall mean any transaction which is
referred to in any one or more of subsections (a) through (f) of Section 1.
SECTION 3. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section I
of this Article XIII shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote, if any, as is required by applicable provisions of law, the Agreement of
Association, as amended, or these Bylaws, if the condition specified in either
of the following subsections (a) or (b) are met:
(a) Approval by Disinterested Directors. The Business
Combination shall have been approved by two-thirds of the
Disinterested Directors.
(b) Price and Procedure Requirements. All of the following
seven conditions shall have been met:
(c) The transaction constituting the Business Combination
shall provide that the holders of Common Stock receive, in
exchange for their stock, per share consideration
(consisting of the cash and the Fair Market Value, as of
the date of the consummation of the Business Combination,
of consideration other than cash) at least equal to the
highest of the following:
A. If applicable, the highest per share price
(including any brokerage commissions,
transfer taxes and soliciting dealers' fees)
paid by or on behalf of the Interested
Stockholder for any share of Common Stock in
connection with the acquisition by the
Interested Stockholder of shares of Common
Stock which were acquired (1) within the
two-year period immediately prior to the
initial day in which public trading of the
Common Stock occurs following the first
public announcement of the proposed
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Interested Stockholder (the "Announcement
Date") or (2) in the transaction in which it
became an Interested Stockholder, whichever
is higher;
B. The Fair Market Value per share of Common
Stock on the Announcement Date or on the
date on which the Interested Stockholder
became an Interested Stockholder (the
"Determination Date," whichever is higher;
and
C. If applicable, the price per share equal to
the Fair Market Value per share of Common
Stock determined pursuant to subsection
3(b)(i)(B) immediately preceding, multiplied
by the ratio of (1) the per share price
determined pursuant to subsection 3(b)(i)(A)
above to (2) the Fair Market Value per share
of Common Stock on the first date in the
two-year period immediately prior to the
Announcement Date on which the Interested
Stockholder beneficially owned any shares of
Common Stock.
All per share prices shall be adjusted to reflect fairly any
intervening stock split, stock dividend, reverse stock split,
recapitalization, reorganization or similar event affecting the
number of shares of Common Stock outstanding and the market price
per share of outstanding shares of Common Stock.
(i) If the transaction constituting the Business
Combination shall also provide that the holders of
any class of outstanding Voting Stock, other than
Common Stock, if any, are to receive consideration
in exchange for their stock, the per share
consideration (consisting of the cash and the Fair
Market Value, as of the date of the consummation of
the Business Combination, of consideration other
than cash) shall be at least equal to the highest
of the following (it being intended that the
requirements of this subsection 3(b)(ii) shall be
required to be met with respect to every class of
outstanding Voting Stock, whether or not the
Interested Stockholder beneficially owns any shares
of a particular class of Voting Stock):
A. If applicable, the highest per share price
(including any brokerage commissions,
transfer taxes and soliciting dealers' fees)
paid by or on behalf of the Interested
Stockholder for any share of such class of
Voting Stock in connection with the
acquisition by the Interested Stockholder of
beneficial ownership of such share which was
acquired (1) within the two-year period
14
<PAGE>
immediately prior to the Announcement Date
or (2) in the transaction in which it became
an Interested Stockholder, whichever is
higher;
B. If applicable, the highest preferential
amount per share to which the holders of
shares of such class of Voting Stock are
entitled in the event of any voluntary or
involuntary liquidation, dissolution or
winding up of the Company, regardless of
whether the Business Combination to be
consummated constitutes such an event;
C. The Fair Market Value per share of such
class of Voting Stock on the Announcement
Date or on the Determination Date, whichever
is higher; and
D. If applicable, the price per share equal to
the Fair Market Value per share of such
class of Voting Stock determined pursuant to
subsection 3(b)(ii)(c) immediately
preceding, multiplied by the ratio of (1)
the per share price determined pursuant to
subsection 3(b)(ii)(A) above to (2) the Fair
Market Value per share of such class of
Voting Stock on the first day in the two-
year period immediately prior to the
Announcement Date on which the Interested
Stockholder beneficially owned any shares of
such class of Voting Stock.
All per share prices shall be adjusted to reflect fairly any
intervening stock split, stock dividend, reverse stock split,
recapitalization, reorganization or similar event affecting the
number of shares of such Voting Stock outstanding and the market
price per share of outstanding shares of such Voting Stock.
(ii) The consideration to be received by holders of a
particular class of outstanding Voting Stock
(including Common Stock) shall be in cash or in the
same form as was previously paid by or on behalf of
the Interested Stockholder in connection with its
direct or indirect acquisition of beneficial
ownership of shares of such class of Voting Stock.
If the Interested Stockholder beneficially owns
shares of any class of Voting Stock which were
acquired with varying forms of consideration, the
form of consideration to be received by holders of
such class of Voting Stock shall be either cash or
the form used to acquire the largest number of
shares of such class of voting Stock beneficially
owned by it.
(iii) After such Interested Stockholder has become an
Interested
15
<PAGE>
Stockholder and prior to the consummation of such
Business Combination: (A) except as approved by
two-thirds of the Disinterested Directors, there
shall have been no failure to declare and pay at
the regular date therefor any full quarterly
dividends (whether or not cumulative) on any
outstanding preferred stock; (B) there shall have
been (1) no reduction in the annual rate of
dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common
Stock) except as approved by two-thirds of the
Disinterested Directors, and (2) an increase in
such annual rate of dividends (as necessary to
prevent any such reduction) in the event of 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 the
Common Stock, unless the failure so to increase
such annual rate is approved by two-thirds of the
Disinterested Directors; and (c) such Interested
Stockholder shall not have become the beneficial
owner of any shares of Voting Stock except as part
of the transaction in which it became an Interested
Stockholder and except in a transaction which after
giving effect thereto, would not result in any
increase in the Interested Stockholder's percentage
beneficial ownership of any class of Voting
Securities.
(iv) After such Interested Stockholder has become an
Interested Stockholder, such Interested Stockholder
shall not have received the benefit, directly or
indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees,
pledges or other financial assistance or any tax
credits or other tax advantages provided by the
Company, whether in anticipation of or in
connection with such Business Combination or
otherwise.
(v) 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 by the Interested
Stockholder to all stockholders of the Company at
least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or
information statement is required to be mailed
pursuant to such Act or subsequent provisions).
(vi) Such Interested Stockholder shall not have made any
major change in the Company's business or equity
capital structure without the approval of two-
thirds of the Disinterested Directors.
16
<PAGE>
SECTION 4. CERTAIN DEFINITIONS. For the purposes of this Article XIII:
(a) The term "person" shall mean any individual, firm,
corporation or other entity and shall include any group
comprised of any person and any other person with whom
such person or any Affiliate or Associate of such person
has any agreement, arrangement or understanding, directly
or indirectly, for the purpose of acquiring, holding,
voting or disposing of Voting Stock of the Company.
(b) The term "Interested Stockholder" shall mean any person
(other than the Company or any Subsidiary and other than
any profitsharing, employee stock ownership or other
employee benefit plan of the Company or any Subsidiary or
any trustee of or fiduciary with respect to any such plan
when acting in such capacity) who or which:
(i) Is at such time the beneficial owner, directly or
indirectly, of shares of the Company having more
than ten percent (10%) of the voting power of the
then outstanding Voting Stock (unless all such
shares were received by such beneficial owner in
exchange for shares of common stock of Cape Cod
Bank & Trust Company acquired by such beneficial
owner on or before April 1, 1987 (the "Predecessor
Shares")); or
(ii) At any time within the two-year period immediately
prior to such time was the beneficial owner,
directly or indirectly, of shares of the Company
having more than ten percent (10%) of the voting
power of the then outstanding Voting Stock (unless
all such shares are Predecessor Shares), or
(iii) Is at any time an assignee of or has otherwise
succeeded to the beneficial ownership of any shares
of Voting Stock which were at any time within the
two-year period immediately prior to such time
beneficially owned by any Interested Stockholder,
if such assignment or succession shall have
occurred in the course of a transaction or series
of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
17
<PAGE>
(c) A person shall be a "beneficial owner" of any shares of
Voting Stock:
(i) Which are beneficially owned, directly or
indirectly, by such person or any of its Affiliates
or Associates;
(ii) Which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether or
not such right is exercisable immediately) pursuant
to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange
rights, warrants or options or otherwise or (b) the
right to vote pursuant to any agreement,
arrangement or understanding; or
(iii) Which are beneficially owned, directly or
indirectly, by any other person with which such
person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing
of any shares of Voting Stock.
(d) For the purposes of determining whether a person is an
Interested Stockholder pursuant to subsection 4(b), the
number of shares of Voting Stock deemed to be outstanding
shall include shares deemed owned by an Interested
Stockholder through application of subsection 4(c) but
shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights,
exchange rights, warrants or options or otherwise.
(e) "Affiliate" and "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 on January 1, 1999 (the
term registrant in said Rule 12b-2 meaning, in this case,
the Company).
(f) "Beneficially owned" shall have the meaning ascribed to
such term in Rule 13d3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
in effect on January 1, 1999.
(g) "Disinterested Director" means any member of the Board of
Directors of the Company who is not an Interested
Stockholder, who is unaffiliated with, and not a
representative of, the Interested Stockholder and was a
member of the Board of Directors the date of incorporation
of the Company, or prior to the time that the Interested
Stockholder became an Interested Stockholder, and any
successor of a Disinterested Director who is not an
Interested Stockholder, who is unaffiliated with, and not
a representative of, the Interested Stockholder and is
18
<PAGE>
recommended or elected to succeed a Disinterested Director
by a majority of the Disinterested Directors then on the
Board of Directors.
(h) "Fair Market Value" means: (i) 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 sale price or the
highest closing bid quotation, respectively, with respect
to a share of such stock during the 30-day period
preceding the date in question on the National Market
System or on the National Association of Securities
Dealers, Inc. Automated Quotations System, as the case may
be, or any 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 Disinterested Directors in good faith; and
(ii) 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 the Board of Directors in good faith.
(i) In the event of any Business Combination in which the
Company survives, the phrase "consideration other than
cash to be received" as used in subsection 3(b) of this
Article XIII shall include the shares of Common Stock
and/or the shares of any other class of outstanding Voting
Stock retained by the holders of such shares. "Subsidiary"
means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the
Company.
SECTION 5. The Disinterested Directors shall have the power and duty to
determine for purposes of this Article XIII, on the basis of information known
to them after reasonable inquiry, all facts necessary to determine compliance
with this Article XIII, including, without limitation, (a) whether a person is
an interested Stockholder, (b) the number of shares of Voting Stock beneficially
owned by any person, (c) whether a person is an Affiliate or Associate of
another, (d) whether the requirements of subsection 3(b) have been met with
respect to any Business Combination and (e) whether the assets which are the
subject of any Business Combination have, or whether the consideration to be
received from the issuance or transfer of securities by the Company or any
Subsidiary in any Business Combination has an aggregate Fair Market Value of
$5,000,000 or more. Any such determination made in good faith shall be binding
and conclusive.
SECTION 6. Nothing contained in this Article XIII shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.
19
<PAGE>
SECTION 7. Consideration for shares to be paid to any stockholder
pursuant to this Article XIII shall be the minimum consideration payable to the
stockholder and shall not limit a stockholder's right under any provision of law
or otherwise to receive greater consideration for any shares of the Company.
SECTION 8. The fact that any Business Combination complies with the
provisions of Section 3 of this Article XIII shall not be construed to impose
any fiduciary duty, obligation or responsibility on the Board of Directors, or
any member thereof, to approve such Business Combination or recommend its
adoption or approval to the stockholders of the Company, nor shall such
compliance limit, prohibit or otherwise restrict in any manner the Board of
Directors or any member thereof with respect to evaluations of or actions and
responses taken with respect to such Business Combination.
SECTION 9. AMENDMENTS TO ARTICLE. Notwithstanding any other applicable
provisions of law, the Articles of Organization, or these By-laws, and
notwithstanding that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least eighty percent (80%) of the votes
which all the stockholders would be entitled to cast at any annual election of
Directors or class of Directors shall be required to amend or repeal, or to
adopt any provision inconsistent with this Article XIII.
ARTICLE XIV
AMENDMENTS - REPEAL
Except as otherwise provided herein, these By-laws may be altered,
amended, added to or repealed in whole or in part at any annual or special
meeting of the stockholders by vote of the holders of a majority of the capital
stock of the Company outstanding and entitled to vote, provided that notice of
such proposed alteration, amendment, addition or repeal is given in the notice
of the meeting at which such alteration, amendment, addition or repeal is to be
acted upon.
ARTICLE XV
CONTROL SHARE ACQUISITION
The provisions of Chapter 110D of the General Laws of the Commonwealth
of Massachusetts ("Chapter 110D"), as it may be amended from time to time, shall
not apply to "control share acquisitions" of the Corporation within the meaning
of Chapter 110D.
20
<PAGE>
Exhibit 3.3 contains the Articles of Consolidation of the Bank and Hyannis
Trust Company, dated April 23, 1964 and the latest Articles of Amendment, dated
April 24, 1987. Other documents which make up the Articles of Organization of
the Bank include the following: (i) Articles of Amendment, dated April 17, 1986,
increasing the number of authorized shares of Common Stock to 3,000,000 shares;
(ii) Articles of Amendment, dated May 21, 1984, decreasing the par value of the
Common Stock from $5 per share to $2.50 par value per share and increasing the
authorized shares of Common Stock to 1,500,000 shares; (iii) Articles of
Amendment, dated, March 22, 1982, increasing the number of authorized shares of
Common Stock to 330,000 and decreasing the par value from $10 to $5 per share;
(iv) Articles of Amendment, dated May 2, 1979, increasing the number of
authorized shares of Common Stock to 270,000; (v) Articles of Merger, dated
April 24, 1978, merging the Bank with The Buzzards Bay National Bank; (vi)
Articles of Amendment, dated December 2, 1949, increasing the authorized shares
of Common Stock to 1250; and (vii) Articles of Organization, dated July 26,
1920. These documents may be obtained by contacting John Burnett, Secretary,
Cape Cod Bank and Trust Company, 307 Main Street, Hyannis, MA, 02601, telephone
(508) 394-1300.
<PAGE>
The Commonwealth of Massachusetts
Kevin H. White
Secretary of the Commonwealth
STATE HOUSE BOSTON, MASS.
AMENDMENT--ARTICLES OF CONSOLIDATION
OF
Hyannis Trust Company
AND Cape Cod Trust Company
INTO Hyannis Trust Company (the name of which is to be changed to Cape Cod Bank
and Trust Company in the consolidation)
PURSUANT TO SECTION FORTY-SIX B OF CHAPTER ONE HUNDRED AND FIFTY-SIX OF THE
GENERAL LAWS and Section Thirty-eight of Chapter One Hundred and Seventy-Two of
the General Laws
[NOTE-- These articles must be submitted to the State Secretary within
thirty days of the date of the last of the stockholders' meetings at which they
were approved.
Within twenty days of the filing of the articles with the State Secretary,
the consolidated corporation must file a certified copy thereof, or in lieu of
such certified copy, a certificate issued pursuant to section forty-six F issued
by the Secretary, in the registry of deeds in every district in which real
property of any constituent corporation is situated.]
We, the undersigned, President, Treasurer, and a majority of the Board of
Directors of each of the following corporations organized under the laws of The
Commonwealth of Massachusetts, to wit:
Hyannis Trust Company, located at Hyannis in the Town and County of Barnstable,
and Cape Cod Trust Company, located at Harwich Port in the county of Barnstable,
hereby certify that each of such corporations, at a meeting in each case duly
called for the purpose, by affirmative vote of at least two thirds* of each
class of its stock outstanding and entitled to vote, approved these Articles of
Consolidation upon the filing of which with the written approval of the
Commissioner of Banks of said Commonwealth, as provided by law the consolidation
of such corporations into one surviving constituent corporation upon the terms
and conditions hereinafter set forth becomes effective.
*If the agreement of association or act of incorporation requires a larger
vote, insert a statement of compliance with such requirement.
2
<PAGE>
The name by which the consolidated corporation shall be known is Cape Cod
Bank and Trust Company.
The location of the principal office of the consolidated corporation in
Massachusetts is to be in Hyannis in the town of Barnstable, and outside
Massachusetts , the city or town of None, State of .
--------------
[The business address of the consolidated corporation is to be 307 Main
Street, Hyannis, Massachusetts
If such business address is not yet determined, give the name and business
address of the treasurer or other officer to receive mail.]
- - --------------------------------------------------------------
Name and title of officer to receive mail and his complete business address.
The total number of shares which each corporation included in the
consolidation has been authorized to issue, the par value, if any, the terms
thereof, and the amount of stock issued, set forth in the manner required by
General Laws, Chapter 156, Section 44, are as follows:
Hyannis Trust Company
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------
Installment Stock Full Paid Stock
--------------------------------------------------------------
Number of Shares Issued for
-----------------------------------
Total
Par Total Number Number Amount
Value if Number of of of Paid
Class of no par, so Shares Shares Shares Thereon In Services or
Stock state Authorized Issued Issued Cash Cash Property Expenses
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------------------
Preferred none none none none none none none
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
Common $100 3000 3000 none none 3000 none none
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
</TABLE>
Terms of issue description of property, and statement of nature of services or
expenses:
(Attach rider if more space is needed.)
See - Articles of Organization filed in Office of the Secretary of The
Commonwealth May 24, 1916, and three Articles of Amendment -
Increase of Capital - filed in said Office in January 18, 1923,
January 17, 1929, and January 31, 1957, respectively.
3
<PAGE>
Cape Cod Trust Company
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------
Installment Stock Full Paid Stock
--------------------------------------------------------------
Number of Shares Issued for
-----------------------------------
Total
Par Total Number Number Amount
Value if Number of of of Paid
Class of no par, so Shares Shares Shares Thereon In Services or
Stock state Authorized Issued Issued Cash Cash Property Expenses
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------------------
Preferred none none none none none none none
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
Common $100 1250 1250 none none 1250 none none
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
</TABLE>
Terms of issued description of property, and statement of nature of services or
expenses:
(Attach rider if more space is needed.)
See - Articles of Organization filed in Office of the Secretary of The
Commonwealth July 26, 1920, and Articles of Amendment - Increase
of Capital- filed in said Office in December 2, 1949.
4
<PAGE>
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
FEDERAL IDENTIFICATION
NO. 04-1465780
ARTICLES OF AMENDMENT
General laws, Chapter 156B, Section 72 and Chapter 172, Section 24
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
____________
We, James H. Rice, President and John S. Burnett, Secretary
Cape Cod Bank & Trust Company located at 307 Main Street, Hyannis,
Barnstable County, Massachusetts 02601 do hereby certify that the following
amendment to the articles of organization of the corporation was duly adopted at
a meeting held on April 16, 1987, by vote of
2,020,814 shares of Common Capital out of 2,408,343 shares outstanding,
being at least a majority of each class outstanding and entitled to vote
thereon:
5
<PAGE>
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------
NO PAR VALUE
NUMBER WITH PAR VALUE
KIND OF STOCK OF SHARES NUMBER OF SHARES PAR VALUE
- - ------------------------------------------------------------------
<S> <C> <C> <C>
COMMON 3,000,000 2.50
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
PREFERRED
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
</TABLE>
CHANGE the total to:
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------
NO PAR VALUE
NUMBER WITH PAR VALUE
KIND OF STOCK OF SHARES NUMBER OF SHARES PAR VALUE
- - ------------------------------------------------------------------
<S> <C> <C> <C>
COMMON 6,000,000 2.50
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
PREFERRED
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
</TABLE>
The number of common capital stock was increased from THREE MILLION (3,000,000)
shares to SIX MILLION (6,000,000.00) shares.
Par Value of all common capital stock remained TWO DOLLARS FIFTY CENTS ($2.50)
per share.
6
<PAGE>
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
singed our names this 24th day of April, in the year 1987
/s/ James H. Rice President
- - -----------------------------------------------------
/s/ John S. Burnett Secretary
- - -----------------------------------------------------
7
<PAGE>
I hereby approve the within Articles of Amendment.
/s/ Andrew J. Calamare
---------------------------------
Andrew J. Calamare
Commissioner of Banks
The Commonwealth of Massachusetts
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72) and Chapter 172 Section 24
I hereby approve the within articles of amendment and, the filing fee in
the amount of $3750.00 having been paid, said articles are deemed to have been
filed with me this 7th day of May, 1987.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT TO:
James B. Richardson, Esquire
101 Tremont Street, Suite 306
Boston, MA 02108
Telephone: (617) 542-9092
8
<PAGE>
EXHIBIT 3.4
CAPE COD BANK & TRUST COMPANY'S BY-LAWS
ARTICLE I
PRINCIPAL OFFICE
The Company shall have its principal office in the County of Barnstable,
Massachusetts, and may have branch offices at such place or places as are
permitted by law and authorized by the Board of Directors.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders shall
be held on the fourth[JSB1] Thursday of April of each year at such time and
place in the County of Barnstable, Massachusetts, as shall be determined by the
Board of Directors and specified in the notice of the meeting, for the election
of a Secretary and a Board of Directors and the transaction of such other
business as may properly come before the meeting.
If, for any cause, the annual meeting shall not be called and held as
hereinabove prescribed, a special meeting shall be called in the manner
hereinbelow provided in lieu of the annual meeting and for the purposes thereof
and for such additional purposes as shall be specified in the notice of said
special meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders shall
be called by the Secretary as directed by vote of the Board of Directors or at
the written request of the President, five Directors, or one or more
stockholders of record holding at least thirty percent of the capital stock
issued and outstanding and entitled to vote, and at such time and place in the
County of Barnstable, Massachusetts, and for such purposes as shall be stated in
such vote or request consistent with these By-Laws, the Agreement of
Association, as amended, and applicable provisions of law.
SECTION 3. NOTICE. The Secretary shall give notice of every meeting of
the stockholders by mailing, postage prepaid, a written notice thereof at least
seven days before the time fixed for the meeting to each stockholder of record
entitled to vote thereat addressed to him at his address as appearing upon the
books of the Company. The notice of each meeting shall set forth the time,
place, and purposes thereof.
In the event of the absence, incapacity or refusal of the Secretary to call
or give notice of any annual meeting or any special meeting, such meeting may be
called by the President or by any other person designated for the purpose by the
Board of Directors, in the manner hereinabove prescribed.
<PAGE>
SECTION 4. METHOD OF VOTING. Each holder of record of stock outstanding
and entitled to vote at a meeting, if present in person or represented by valid
proxy thereat, shall have one vote at such meeting for each share of stock
outstanding and entitled to vote thereat held of record by such holder. A proxy
may be appointed by an instrument in writing signed by the stockholder or his
duly authorized attorney or legal representative but no proxy instrument which
is dated more than six months before the meeting named therein shall be accepted
and no such proxy instrument shall be valid after the final adjournment of such
meeting. All proxy instruments shall be filed with and verified by the Secretary
of the meeting before being voted.
Election of Directors and Secretary shall be by ballot, and upon request of
any stockholder at any meeting, the vote upon any question properly brought
before the meeting shall be by ballot.
SECTION 5. QUORUM. At any stockholders' meeting a majority in interest of
the shares of stock of the Company outstanding and entitled to vote, represented
at the meeting by stockholders of record in person or by proxy, shall constitute
a quorum for the transaction of business at any meeting. When a quorum is
present at any meeting, a majority of the stock represented thereat and entitled
to vote shall decide any question brought up at such meeting, except where a
larger vote is required by express provision of law or by these By-Laws or the
Agreement of Association as amended.
SECTION 6. ADJOURNMENTS. By vote of the holders of record of a majority
of the stock outstanding and entitled to vote at a meeting and present in person
or by proxy thereat, whether or not a quorum is present, such meeting may be
adjourned finally or to reconvene to the same place or at such other place in
Barnstable County and at such other time as shall be specified in such vote. No
notice of any such adjournment shall be required other than announcement of such
adjournment at the meeting or at any adjournment thereof at which such
adjournment is voted, whether the adjournment is by vote of a quorum or of less
than a quorum.
At any such reconvened meeting, whether the adjournment has been by vote of
a quorum or of less than a quorum, at which a quorum shall be present in person
or by proxy, any business may be transacted which might have been transacted at
the meeting as originally called.
SECTION 7. ADDRESSES OF STOCKHOLDERS. Every stockholder, if and when
requested by the Secretary, shall file with the Secretary an address at or to
which all notices may be served upon or mailed to such stockholder and, if no
such address is furnished, notices may be addressed to such stockholder at any
other address of the stockholder appearing upon the books of the Company as
determined by the Secretary.
2
<PAGE>
ARTICLE III
DIRECTORS, OFFICERS AND COMMITTEES
SECTION 1. DIRECTORS. The Board of Directors of the Company shall consist
of not less than seven nor more than sixteen Directors as fixed by the
stockholders pursuant to these By-Laws.
At least three-fourths of the Directors shall be citizens of the
Commonwealth and resident therein.
SECTION LA. HONORARY DIRECTORS. The Board of Directors, at its
organization meeting held after each annual meeting of the stockholders, may
elect such persons as it wishes to the position of Honorary Director for a term
of one year.
Honorary Directors may attend all regular meetings of the Board of
Directors. They may attend regular committee meetings from time to time if
requested to do so by the Chairman of the Board or the President. They shall
not be entitled to vote, nor shall they bear the responsibilities or liabilities
of a Director. [JSB2]
SECTION 2. OFFICERS. The officers of the Company shall be a President, a
Treasurer, one or more Vice Presidents, one or more Trust Officers, one or more
Assistant Treasurers, a Secretary, and a Secretary of the Board of Directors and
if the Board of Directors so determines, a Chairman of the Board of Directors,
and such other officers as shall be elected by the Board of Directors.
The Secretary shall be a resident of the Commonwealth. One person may be
elected to and serve in more than one office except that the President may not
be either the Treasurer or the Secretary.
SECTION 3. COMMITTEES. There shall be an Executive Committee, a Trust
Committee, each as hereinafter provided for, and such additional committees as
the Board of Directors shall from time to time appoint.
SECTION 4. OATH OF OFFICE. The Directors and officers shall be sworn to the
faithful performance of their duties as prescribed by law and the Directors
shall take such additional oath as shall be required by law.
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ARTICLE IV
ELECTIONS
SECTION 1. DIRECTORS. Except as hereinbelow provided, approximately one-
third of the Directors shall be chosen by ballot at each annual meeting of the
stockholders or special meeting of the stockholders called in lieu of and for
purposes of the annual meeting. They shall serve for a term of three years and
until their successors are elected and have qualified, providing, however, that
a term of one or two years shall be substituted when necessary to insure that no
person serve as a Director after the annual meeting following such person's
72/nd/ birthday.
At the same annual meeting following adoption of these By-Laws as amended,
approximately one-third of those standing for re-election shall be elected for a
term of three years, one-third for two years and the remainder, plus any
additional persons proposed for election, for one year.
The number of Directors shall be fixed within the limits above specified at
each annual meeting of the stockholders or special meeting of the stockholders
called in lieu of and for the purposes of the annual meeting. However, within
the above limits additional Directors may be elected between annual meetings of
the stockholders at any special meeting of the stockholders called for the
purpose of increasing the number of Directors and of electing additional
Directors accordingly and any Directors so elected shall serve until the date
herein fixed for the next annual meeting of the stockholders and until their
successors are elected and have qualified. If proposed for re-election, they
shall be elected for a term of one, two, or three years which will maintain a
Board of Directors whose terms will expire one-third each year as nearly as
possible.
At the annual meeting, or a special meeting in lieu of the annual meeting,
or a special meeting called for the purpose, the stockholders may change and fix
the number of Directors within the limits above specified and may leave open a
maximum of two directorships for election by the Board of Directors, and in such
event the Board of Directors, in its discretion from time to time, by vote of a
majority of the Directors at the time in office may elect not more than two
additional Directors to serve until the next annual meeting.
SECTION 2. OFFICERS. The President, who shall be a member of the Board of
Directors, the Treasurer, the Secretary of the Board of Directors, and at least
one Vice President, one Trust Officer, and one Assistant Treasurer shall be
elected by the Board of Directors at its organization meeting held after each
annual meeting of the stockholders or special meeting of the stockholders called
in lieu of and for the purposes of the annual meeting. The Board of Directors
shall also have power to elect such additional Vice Presidents, Trust Officers,
Assistant Treasurers and other officers and agents (other than the Secretary
except in the event of a vacancy) and a Chairman of the Board as the Board of
Directors shall from time to time determine and to confer upon any such other
officers and agents such titles as the Board of Directors sees fit. All
officers and agents elected and appointed by the Board of Directors shall hold
their respective offices during the pleasure of the Board of Directors.
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The Secretary shall be elected by ballot at each annual meeting of the
stockholders or special meeting of the stockholders called in lieu of and for
the purposes of the annual meeting. He shall serve until the next annual meeting
of the stockholders and until his successor is elected and has qualified.
SECTION 3. RESIGNATIONS AND VACANCIES. Any Director or officer may resign
by giving written notice to the President or the Secretary or the Board of
Directors, and such resignation shall take effect as specified in the notice or
sooner at the pleasure of the Board of Directors.
Vacancies in the Board of Directors or in any office may be filled by the
Board of Directors and in the event of a vacancy in the Board of Directors, such
vacancy may be filled by the remaining members of the Board then in office. The
person chosen to fill any vacancy in the Board of Directors or in the office of
Secretary shall hold office for the unexpired portion of the term for which his
predecessor was chosen and the person chosen to fill any other office shall hold
office during the pleasure of the Board of Directors.
ARTICLE V
POWERS AND DUTIES OF BOARD OF DIRECTORS
SECTION 1. REGULAR MEETINGS. The Board of Directors shall hold regular
meetings at least once in each calendar month, and at such other times as the
Board shall from time to time determine, upon such day, at such time, and at
such place as the Board shall from time to time determine. No notice of any
regular meeting shall be necessary.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by the Secretary, or other officer designated for
the purpose by the Board, at the request of the President or two Directors, and
at such time and place and for such purposes as shall be stated in such request
consistently with these By-Laws, the Agreement of Association, as amended, and
applicable provisions of law. An organization meeting of the Board of Directors
may be held immediately after the Annual Stockholders' Meeting.
Notice of the time and place of any special meeting shall be given by the
Secretary or other officer calling the meeting orally or in writing at least 24
hours before the time fixed for the meeting. Except as otherwise provided below
in this Section 2, notice mailed to a Director at his usual place of business or
residence at least 24 hours before the time fixed for the meeting shall be
sufficient. Any notice received by a Director in time to enable him to attend
the meeting concerning which notice is given shall be likewise sufficient as to
that meeting. Any meeting shall be legal without notice if each Director waives
such notice by a writing filed with the records of the meeting either before or
after the holding thereof. Except as may be otherwise prescribed by law, any
business whatever may be transacted at a meeting of the Board although it may
not have been specified in the notice of the meeting.
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SECTION 3. QUORUM. Seven of the Directors at the time in office shall
constitute a quorum for the transaction of business at any meeting, provided,
however, that at any time when the number of Directors in office is less than
fourteen, five of such Directors shall constitute a quorum for the transaction
of business at any meeting. The vote of a majority of the Directors present at
any meeting when a quorum is present shall be sufficient for action at such
meeting.
A majority of the Directors present at any meeting, although less than a
quorum, may adjourn the meeting finally or from time to time. No notice of such
adjournment other than announcement at the meeting or at an adjournment at which
such adjournment is voted shall be necessary.
SECTION 4. POWERS. The Board of Directors shall have the general
management and direction of the property, business and affairs of the Company
and all its trusts and undertakings and may exercise all powers of the Company
except such as are expressly reserved to the stockholders by applicable
provisions of law, the Agreement of Association, as amended, or these By-Laws.
Without limiting the generality of the foregoing, the Board of Directors
shall have full power to make or authorize all investments or reinvestments, to
authorize the sale, mortgage, pledge, or transfer of any real estate or personal
property belonging to the Company in any capacity, to prescribe the duties of
the officers, employees and agents of the Company consistently with applicable
provisions of law, the Agreement of Association, as amended, and these By-Laws,
to fix the compensation of all officers, employees, and agents, including their
own fees for services as Directors or members of committees, and subject to
approval by the Board of Directors, in such instances as the Board of Directors
determines, to authorize any committee or any officer to fix the compensation of
such officers, employees and agents, or classifications thereof, as the Board of
Directors designates, to declare all dividends, to determine upon the form of
certificate of stock, and upon transfers thereof, and upon a corporate seal, to
fix the amount of the bond or bonds for officers, employees, and agents,
including the amount and terms and conditions of blanket or schedule bonds, to
issue from time to time any part of the previously authorized capital of the
Company, subject to applicable regulatory approval, and generally to take or
cause to be taken any action and do any and all things not repugnant to the
Agreement of Association, as amended, these By-Laws and applicable provisions of
law, which the Board of Directors shall deem fit and proper to take, cause to be
taken, or to use and carry into effect the powers of the Company.
ARTICLE VI
POWERS AND DUTIES OF OFFICERS
SECTION 1. GENERAL. All officers shall perform such duties and have such
powers as shall be prescribed by law, by these By-Laws, the Agreement of
Association, as amended, or the Board of Directors, or consistently with the
foregoing provision of this Section 1, as shall be designated by the President
in the case of any of said officers other than the Chairman of the Board, the
Secretary, and Secretary of the Board. Without limiting the generality of the
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foregoing and subject, or in addition, to specific provisions of other Articles,
certain officers shall have specific duties and/or powers as stated in the
following sections of this article.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one shall
be elected by the Board of Directors, shall preside at all meetings of the Board
of Directors at which he shall be present.
SECTION 3. PRESIDENT. The President shall be the chief executive officer
of the Company. He shall preside at all meetings of the stockholders and, unless
there shall be a Chairman of the Board and such Chairman shall be present and
preside, at all meetings of the Board of Directors. He shall be ex officio a
member of all standing committees except any Auditing Committee and he shall
have the general management and direction of the Company's business in all
departments and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
SECTION 4. VICE PRESIDENT. The Board of Directors may, in its
discretion, designate any one or more Vice Presidents as Executive Vice
President and any one or more of the Vice Presidents as Senior Vice President,
with such duties, powers and authorities, consistent with these By-Laws, the
Articles of Organization, as amended and applicable provisions of law, as the
Board of Directors shall from time to time determine.
A Director or Executive Vice President chosen by the Board of Directors,
shall have the duty of presiding at meetings of the stockholders when the
President is absent and at meetings of the Board of Directors when neither the
President nor the Chairman of the Board (if there shall be one) is present. The
Director or Executive Vice President chosen by the Board of Directors shall
perform the duties and have the powers and authorities of the President during
his absence or disability, except any duties, powers, and authorities which by
law only the President is permitted to perform or have.
SECTION 5. TREASURER. The Treasurer shall have custody of the corporate
seal. Subject to the general supervision of the Board of Directors and of the
President, the Treasurer shall be charged with and be responsible for the
keeping of adequate and accurate books of account in all departments of the
Company's business and with the preparation of reports therefrom as may be
required from time to time by the Board of Directors or by law.
SECTION 6. ASSISTANT TREASURERS. The Assistant Treasurers in such order
as the Board of Directors shall from time to time determine shall perform the
duties and have the powers and authorities of the Treasurer during his absence
or disability, except any duties, powers, and authorities which by law only the
Treasurer is permitted to perform or have.
SECTION 7. TRUST OFFICERS. The Trust Officers in such order or respects
as the Board of Directors shall from time to time determine shall have charge of
and be responsible for the management of the Trust Department under the
supervision of the Trust Committee and the general supervision of the Board of
Directors and the President.
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SECTION 8. SECRETARY. The Secretary shall have custody of the books of
record of the meetings of the stockholders. He shall give due notice of and
attend all meetings of the stockholders and shall record the votes of the
stockholders in books kept for the purpose. In the absence of the President and
a Vice President at any meeting of stockholders, he shall call the meeting to
order until a temporary Chairman is chosen. In the absence of the Secretary at
any meeting of the stockholders, a temporary Secretary for such meeting shall be
chosen who shall be sworn to the faithful performance of his duties.
SECTION 9. SECRETARY OF THE BOARD. The Secretary of the Board shall
attend all meetings of the Board and shall keep the records thereof under the
supervision of the Board, except as the Board shall otherwise order. In the
absence of the Secretary of the Board at any meeting of the Board, a temporary
Secretary of the Board for such meeting shall be chosen who shall be sworn to
the faithful performance of his duties.
ARTICLE VII
EXECUTIVE COMMITTEE
SECTION 1. COMPOSITION AND ELECTION. The Executive Committee shall
consist of the President, ex officio, and not less than four nor more than seven
other members, who shall be elected by and from the Board of Directors and shall
hold office during the pleasure of the Board. The Board of Directors shall elect
members of the Executive Committee at or after the first meeting of the Board of
Directors held after each annual meeting of the stockholders or special meeting
of the stockholders called in lieu of and for the purposes of the annual
meeting. The Board of Directors may elect additional members of the Executive
Committee within the foregoing limits or fill vacancies in the Executive
Committee at any regular or special meeting of the Board of Directors.
The President shall be, ex officio, Chairman of the Executive Committee.
SECTION 2. POWERS. The Executive Committee shall supervise the business
affairs of the Company and shall have authority, except as otherwise prescribed
by the Board of Directors, when the Board of Directors is not in session, to
transact such business for and on behalf of the Company as the Board of
Directors might transact including the power to give such directions to the
officers regarding the Company and its affairs as the Committee determines and
the power to authorize any of the officers in the name and behalf of the Company
to sign, affix the corporate seal to, and deliver contracts, deeds, releases,
assignments or other instruments in writing.
SECTION 3. MEETINGS. Meetings of the Executive Committee shall be held at
such times and places as the Committee from time to time determines. Special
meetings of the Committee may be called at any time by the President, or in his
absence or disability, by any Vice President. No notice shall be necessary to
the validity of such meetings.
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The Committee shall keep minutes of each of its meetings and the minutes of
each meeting, not previously submitted to the Board of Directors, shall be
submitted to the regular meeting of the Board of Directors next following such
meeting except as otherwise ordered by the Board.
SECTION 4. QUORUM. A majority of the Executive Committee at the time in
office shall constitute a quorum for the transaction of business and when a
quorum is present at any meeting the vote of a majority of those present shall
be sufficient for action at such meetings.
ARTICLE VIII
TRUST COMMITTEE
SECTION 1. COMPOSITION. There shall be a Trust Committee consisting of
not less than three members as determined from time to time by the Board of
Directors. At or after the first meeting of the Board of Directors held after
each meeting of the stockholders or special meeting of the stockholders called
in lieu of and for the purposes of the annual meeting, the Board of Directors
shall elect from their own number a Trust Committee within the limits stated
above in this Section 1. The members of the Trust Committee shall hold office
during the pleasure of the Board of Directors. A majority of the Trust Committee
shall constitute a quorum for the transaction of business and when a quorum is
present at any meeting the vote of a majority of those present shall be
sufficient for action at such meeting.
SECTION 2. POWERS. The Trust Committee shall have supervision of the
Trust Department of the Company and power to transact all business of the
Company as executor, administrator, assignee, guardian, trustee, agent for the
care and management of property, and in any other fiduciary and representative
capacity, and in any such connection shall have power to give instructions to
the officers of the Company which the Trust Committee shall deem necessary or
appropriate, together with such other powers as the Board of Directors or the
Executive Committee may from time to time delegate to the Trust Committee.
SECTION 3. RULES AND REGULATIONS. The Trust Committee shall make its own
rules and regulations consistently with these By-Laws and applicable provisions
of law. It shall appoint its own Chairman from its own members, and its
Secretary, each of whom shall serve during the pleasure of the Trust Committee.
The Trust Committee shall meet as often as the business of the Trust Department
shall require.
The Board of Directors or Executive Committee shall have power to rescind
any vote, resolution or instruction of the Trust Committee but such rescission
shall have no retroactive effect.
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ARTICLE IX
SAVINGS DEPOSITS
Rules and regulations relating to savings deposits and the withdrawal
thereof, not inconsistent with the provisions of law, shall be adopted by the
Board of Directors. Such regulations shall remain in force until amended,
modified or repealed by vote of the Board. Interest may be paid on savings
deposits at such times, at such rate or rates, and for such periods, not
inconsistent with law, as the Board of Directors shall determine.
ARTICLE X
CERTIFICATES OF STOCK AND TRANSFERS THEREOF
SECTION 1. FORM - EXECUTION. Certificates of stock of the Company shall
be in such form permitted by law as the Board of Directors may from time to time
determine, and shall be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer and sealed with the corporate seal.
SECTION 2. TRANSFER. Shares of the stock of the Company shall be
transferable only on the books of the Company by assignment in writing by the
holder of record thereof, or his legal representative, in person or by duly
authorized attorney, upon surrender of the certificate thereof.
The Company shall not be bound to take notice of or recognize any trust,
express, implied or constructive, or any charge or equity affecting any shares
of the capital stock or to ascertain or inquire whether any sale or transfer of
any such shares by any holder of record thereof, his attorney legally
constituted, or his legal representative, is authorized by such trust, charge or
equity or to recognize any person as having any interest therein, except the
holder of record thereof for the time being.
SECTION 3. LOSS, DESTRUCTION, MUTILATION. In case of the loss,
destruction or mutilation of a certificate of stock, a new certificate, to
replace the certificate so lost, destroyed, or mutilated, may be issued by order
of the Board of Directors upon reasonable evidence of such loss, destruction or
mutilation and the filing by the holder of record, or his legal representative,
of a bond of indemnity in such form, in such amount and with such surety or
sureties as the Board of Directors may approve.
SECTION 4. RECORD DATE. The Board of Directors may fix in advance a time
not more than sixty (60) days before the date of any meeting of the stockholders
or the date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof, or the right to receive such dividend or distribution, or
the right to give such consent or dissent, and in such case, only stockholders
of record on such record date shall have such right notwithstanding any transfer
of stock on the books of the corporation after the record date. In lieu of
fixing such date, the Board of Directors may for any of such purposes close the
stock transfer books of the Company for all or any portion of said sixty (60)
day period.
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ARTICLE XI
EXECUTION OF INSTRUMENTS
Checks, conveyances, deeds, assignments, discharges of mortgages and other
instruments, whether connected with the exercise by the Company of its powers as
a trust company or its powers in any fiduciary capacity, or otherwise, shall be
executed in the name and behalf of the Company by such officer or officers or
other individual or individuals and in such manner as shall be prescribed or
authorized from time to time by the Board of Directors or the Executive
Committee. Any such instrument so executed by prescription or authority of the
Executive Committee shall have the same validity as if expressly authorized by
vote of the Board of Directors.
ARTICLE XII
EMERGENCY OPERATIONS
In the event of a state of disaster or other emergency created by war,
civil commotion, or any other cause, of sufficient severity to prevent to a
material extent the conduct and management of the property, business and affairs
of this Company by its Board of Directors and Officers as elsewhere in these By-
Laws contemplated (such event being hereinafter called the "Emergency"), whether
or not a state of emergency shall have been declared by any governmental
official or authority, then for and during the period of the Emergency and for a
reasonable period thereafter-
(a) All available Directors, not members of the incumbent Executive
Committee at the time of the Emergency, shall automatically
become members of the Executive Committee; each member of the
Committee, including each such incumbent member, each such
available Director, and each additional member elected as
hereinafter provided, shall hold office until the election of his
successor or termination of his term by vote of the Committee or
the stockholders; three members of the Committee shall constitute
a quorum for the transaction of business and, so long as there
are at least three members in office, the action of a majority of
the members of the Committee present at any meeting of the
Committee at which a quorum is present, and the action of a
majority of the members of the Committee other than at a meeting
shall constitute the action of the Committee, provided, however,
that if by reason of death, resignation, or other cause the
membership of the Committee is reduced to two, such two
remaining members may elect not more than nine additional members
to the Committee, and if by reason of any such cause the
membership of the Committee is reduced to one, a majority of
those of the President and
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the Vice Presidents of the Company who are available to vote may
elect not more than ten additional members to the Committee.
(b) The Executive Committee shall have power to transact all
business for and on behalf of the Company which the Board of
Directors might have, in accordance with Article V of these By-
Laws, and, without in any way limiting the generality of the
foregoing, power to appoint and remove officers, members of the
Trust Committee, and members of any other committees, to declare
offices, memberships on the Trust Committee, and memberships on
any other committees vacant, and to fill vacancies in any offices
and in any committee memberships; power to exercise the powers
and authorities of the Trust Committee and any other committees
not at the time in existence or the membership of which does not
at the time exceed three; power to act by vote at a meeting or by
a writing or by telegram or telephone or by any other convenient
method or by a combination of any such methods; power to cause
notice to be given of any annual meeting of the stockholders and
of any special meetings of the stockholders, to call any such
meeting, and to designate any individual to act in place of the
Secretary; power to make its own rules as to the conduct of its
own meetings and the procedures to be followed by it with respect
to its activities; if the location of the principal office or of
any branch office of the Company becomes unavailable or
unsuitable for the conduct of the business of the Company, power
to locate the principal office or any such branch office in
quarters selected by the Committee, any such temporarily located
office to be returned to its former location as soon as
practicable and any such temporary office to be then
discontinued; power to exercise any and all additional
authorities and powers which shall at any time or times be
granted to the Executive Committee by the Board of Directors; and
furthermore such additional powers as are reasonably necessary to
enable the Company to exercise the powers granted to the Company
by law.
For the purposes of this Article, an Emergency shall be deemed to have
occurred at such time whenever the facts stated in the first paragraph of this
Article preceding portion (a) thereof have occurred, and the declaration that
such an Emergency has occurred, including a statement as to the time of the
beginning thereof, or the declaration that such an Emergency has ceased,
including a statement as to the time of such cessation, set forth in either case
in a writing signed by the President, or if he is not available, by any Vice
President or the Treasurer, and at least two members of the Board of Directors
or of the Executive Committee shall be conclusive and binding on all parties.
Any provisions of the By-Laws and any votes of the Board of Directors which
are contrary to the provisions of this Article XII shall be suspended during the
period of any Emergency and during that period the provisions of this Article
XII shall govern, provided,
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however, that the provisions of this Article XII shall be subject to repeal or
amendment by the stockholders pursuant to Article XVI hereof during the period
of any such Emergency and at any other time or times.
ARTICLE XIII
CONTRIBUTIONS
The Board of Directors shall have power and authority to make
contributions, in such amounts as the Board of Directors may determine to be
reasonable, to corporations, trusts, funds or foundations, organized and
operated exclusively for charitable, scientific or educational purposes, no part
of the net earnings of which enures to the benefit of any private shareholder or
individual; provided that such contributions in any fiscal year shall not in the
aggregate exceed one-half of one percent of the capital and surplus of the
Company as of the end of the preceding fiscal year, unless contributions in
excess of one-half of one percent of such capital and surplus shall be
authorized by the stockholders at a regular or special meeting. Nothing in this
Article shall be construed as directly or indirectly restricting or otherwise
affecting, except as herein provided, the rights and powers of the Company with
reference to payments of the nature above specified.
ARTICLE XIV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
from time to time determine. Unless and until otherwise determined by the Board
of Directors, the corporate seal shall be circular and shall have thereon the
name of the Company and the year and state of its incorporation.
ARTICLE XV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each person who on January 21, 1964, or thereafter becomes a Director or
officer of the Company shall be entitled, without prejudice to any other rights
he may have, to be reimbursed by the Company for, and indemnified by the Company
against, all costs and expenses reasonably incurred by him in connection with or
arising out of any claim made, or any action, suit or proceeding of whatever
nature threatened or brought against him or in which he may be involved as a
party or otherwise by reason of his having served as a Director or officer of
the Company or by reason of any action alleged to have been taken or omitted by
him as such Director or officer, whether or not he continues to be such Director
or officer at the time of incurring such costs and expenses, including amounts
paid or incurred by him in connection with reasonable settlements (other than
amounts paid to the Company itself) of any such claim, action, suit or
proceeding. No such reimbursement or indemnity shall be paid or made for any
cost or expense incurred or settlement made by such Director or officer in
connection with any matter as to which he shall be finally adjudged in any such
action, suit, or proceeding to have been derelict in the performance of his duty
as such Director or officer, nor shall anything herein contained be construed so
as to
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permit or to authorize the Company to indemnify any such Director or officer
against any costs or expenses arising out of or resulting from his own
negligence or willful misconduct. No Director or officer of the Company shall be
liable to anyone for making any determination as to the existence or absence of
liability of the Company hereunder or for making or refusing to make any payment
hereunder or for taking or omitting to take any other action hereunder, in
reliance upon the advice of counsel. Each person elected or appointed a Director
or officer of the Company shall, upon and by reason of such election or
appointment, have the right to be reimbursed and indemnified by the Company, as
above set forth, with the same force and effect as if the Company, to induce him
to accept such election or appointment, specifically agreed in writing to
reimburse and indemnify him in accordance with the foregoing provisions of this
Article XV. Nothing herein contained shall be construed as a limitation of any
right to indemnification to which any person would otherwise be entitled or as a
limitation on the powers of this Company or its Directors.
ARTICLE XVI
FAIR PRICE PROVISION
The stockholder vote required to approve Business Combinations (hereinafter
defined) shall be as set forth in this Article XVI.
SECTION 1. HIGHER VOTE FOR BUSINESS COMBINATIONS. In addition to any
affirmative vote required by applicable provisions of law, the Agreement of
Association, as amended, or these By-Laws, and except as otherwise expressly
provided in Section 3 of this Article XVI:
(a) Any merger or consolidation of the Company or any Subsidiary with
(i) any Interested Stockholder or (ii) 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 an Interested Stockholder; or
(b) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to
or with any Interested Stockholder or any Affiliate or Associate
of any Interested Stockholder of any assets of the Company or any
Subsidiary thereof having an aggregate Fair Market Value of
$5,000,000 or more; or
(c) The issuance, exchange or transfer by the Company or any
Subsidiary (in one transaction or a series of transactions) of
any securities of the Company or any Subsidiary to any Interested
Stockholder or any Affiliate or Associate of any Interested
Stockholder in exchange for cash, securities or other
consideration (or a combination thereof) having an aggregate Fair
Market Value of $5,000,000 or more; or
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(d) The adoption of any plan or proposal for the liquidation or
dissolution of the Company proposed by or on behalf of an
Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder; or
(e) Any reclassification of securities (including any reverse stock
split), or recapitalization of the Company, or any merger or
consolidation of the Company with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise
involving an Interested Stockholder) which has the effect,
directly or indirectly, of increasing the proportionate share of
the outstanding shares of any class of equity or convertible
securities of the Company or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or any Affiliate
or Associate of any Interested Stockholder; or
(f) Any agreement, contract or other arrangement with an Interested
Stockholder (or in which the Interested Stockholder has an
interest other than proportionately as a stockholder) providing
for any one or more of the actions specified in subsections (a)
to (e) of this Section 1, shall require the affirmative vote of
the holders of at least eighty percent (80%) of the votes which
all stockholders would be entitled to cast at any annual election
of Directors or class of Directors (the "Voting Stock"). Such
affirmative vote shall be required notwithstanding the fact that
no vote may be required or that a lesser percentage may be
specified by applicable provisions of law or in any agreement
with any national securities exchange or otherwise.
SECTION 2. DEFINITION OF "BUSINESS COMBINATION." The term 'Business
Combination' as used in this Article XVI shall mean any transaction which
is referred to in any one or more of subsections (a) through (f) of
Section 1.
SECTION 3. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section I
of this Article XVI shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such
affirmative vote, if any, as is required by applicable provisions of law,
the Agreement of Association, as amended, or these By-Laws, if the
condition specified in either of the following subsections (a) or (b) are
met:
(a) Approval by Disinterested Directors. The Business Combination
shall have been approved by two-thirds of the Disinterested
Directors.
(b) Price and Procedure Requirements. All of the following seven
conditions shall have been met:
15
<PAGE>
(i) The transaction constituting the Business Combination shall
provide that the holders of Common Stock receive, in exchange
for their stock, per share consideration (consisting of the
cash and the Fair Market Value, as of the date of the
consummation of the Business Combination, of consideration
other than cash) at least equal to the highest of the
following:
A. If applicable, the highest per share price
(including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by or on
behalf of the Interested Stockholder for any share
of Common Stock in connection with the
acquisition by the Interested Stockholder of
shares of Common Stock which were acquired (1)
within the two-year period immediately prior to
the initial day in which public trading of the
Common Stock occurs following the first public
announcement of the proposed Interested
Stockholder (the "Announcement Date") or (2) in
the transaction in which it became an Interested
Stockholder, whichever is higher;
B. The Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the
Interested Stockholder became an Interested
Stockholder (the "Determination Date'", whichever
is higher; and
C. If applicable, the price per share equal to the
Fair Market Value per share of Common Stock
determined pursuant to subsection 3(b)(i)(B)
immediately preceding, multiplied by the ratio of
(1) the per share price determined pursuant to
subsection 3(b)(i)(A) above to (2) the Fair Market
Value per share of Common Stock on the first date
in the two-year period immediately prior to the
Announcement Date on which the Interested
Stockholder beneficially owned any shares of
Common Stock.
All per share prices shall be adjusted to reflect fairly any intervening
stock split, stock dividend, reverse stock split, recapitalization,
reorganization or similar event affecting the number of shares of Common Stock
outstanding and the market price per share of outstanding shares of Common
Stock.
(ii) If the transaction constituting the Business Combination
shall also provide that the holders of any class of
outstanding Voting Stock, other than Common Stock, if any,
are to receive consideration in
16
<PAGE>
exchange for their stock, the per share consideration
(consisting of the cash and the Fair Market Value, as of
the date of the consummation of the Business Combination,
of consideration other than cash) shall be at least equal
to the highest of the following (it being intended that the
requirements of this subsection 3(b)(ii) shall be required
to be met with respect to every class of outstanding Voting
Stock, whether or not the Interested Stockholder
beneficially owns any shares of a particular class of
Voting Stock):
A. If applicable, the highest per share price (including
any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the
Interested Stockholder for any share of such class of
Voting Stock in connection with the acquisition by
the Interested Stockholder of beneficial ownership of
such share which was acquired (1) within the two-year
period immediately prior to the Announcement Date or
(2) in the transaction in which it became an Interested
Stockholder, whichever is higher;
B. If applicable, the highest preferential amount per
share to which the holders of shares of such class of
Voting Stock are entitled in the event of any voluntary
or involuntary liquidation, dissolution or winding up
of the Company, regardless of whether the Business
Combination to be consummated constitutes such an
event;
C. The Fair Market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination
Date, whichever is higher; and
D. If applicable, the price per share equal to the Fair
Market Value per share of such class of Voting Stock
determined pursuant to subsection 3(b)(ii)(c)
immediately preceding, multiplied by the ratio of (1)
the per share price determined pursuant to subsection
3(b)(ii)(A) above to (2) the Fair Market Value per
share of such class of Voting Stock on the first day in
the two-year period immediately prior to the
Announcement Date on which the Interested Stockholder
beneficially owned any shares of such class of Voting
Stock.
All per share prices shall be adjusted to reflect fairly any intervening
stock split, stock dividend, reverse stock split, recapitalization,
reorganization or similar event affecting the number of shares of such Voting
17
<PAGE>
Stock outstanding and the market price per share of outstanding shares of such
Voting Stock.
(iii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock)
shall be in cash or in the same form as was previously paid
by or on behalf of the Interested Stockholder in connection
with its direct or indirect acquisition of beneficial
ownership of shares of such class of Voting Stock. If the
Interested Stockholder beneficially owns shares of any
class of-Voting Stock which were acquired with varying
forms of consideration, the form of consideration to be
received by holders of such class of Voting Stock shall be
either cash or the form used to acquire the largest number
of shares of such class of voting Stock beneficially owned
by it.
(iv) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business
Combination: (A) except as approved by two-thirds of the
Disinterested Directors, there shall have been no failure to
declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any
outstanding preferred stock; (B) there shall have been (1)
no reduction in the annual rate of dividends paid on the
Common Stock (except as necessary to reflect any subdivision
of the Common Stock) except as approved by two-thirds of the
Disinterested Directors, and (2) an increase in such annual
rate of dividends (as necessary to prevent any such
reduction) in the event of 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 the Common Stock, unless
the failure so to increase such annual rate is approved by
two-thirds of the Disinterested Directors; and (c) such
Interested Stockholder shall not have become the beneficial
owner of any shares of Voting Stock except as part of the
transaction in which it became an Interested Stockholder and
except in a transaction which after giving effect thereto,
would not result in any increase in the Interested
Stockholder's percentage beneficial ownership of any class
of Voting Securities.
(v) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have
received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Company,
18
<PAGE>
whether in anticipation of or in connection with such
Business Combination or otherwise.
(vi) 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 by
the Interested Stockholder to all stockholders of the Company
at least 30 days prior to the consummation of such Business
Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or
subsequent provisions).
(vii) Such Interested Stockholder shall not have made any major
change in the Company's business or equity capital structure
without the approval of two-thirds of the Disinterested
Directors.
SECTION 4. CERTAIN DEFINITIONS. For the purposes of this Article XVI:
(a) The term 'person' shall mean any individual, firm, corporation or
other entity and shall include any group comprised of any person
and any other person with whom such person or any Affiliate or
Associate of such person has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of Voting Stock of the
Company.
(b) The term "Interested Stockholder" shall mean any person (other
than the Company or any Subsidiary and other than any
profitsharing, employee stock ownership or other employee benefit
plan of the Company or any Subsidiary or any trustee of or
fiduciary with respect to any such plan when acting in such
capacity) who or which:
(i) Is at such time the beneficial owner, directly or indirectly,
of shares of the Company having more than ten percent (10%) of
the voting power of the then outstanding Voting Stock (unless
all such shares were acquired on or before April 1, 1987); or
(ii) At any time within the two-year period immediately prior to
such time was the beneficial owner, directly or indirectly, of
shares of the Company having more than ten percent (10%) of
the voting power of the then outstanding Voting Stock (unless
all such shares were acquired on or before April 1, 1987), or
19
<PAGE>
(iii) Is at any time an assignee of or has otherwise succeeded to
the beneficial ownership of any shares of Voting Stock which
were at any time within the two-year period immediately
prior to such time beneficially owned by any Interested
Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of
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 shares of Voting
Stock:
(i) Which are beneficially owned, directly or indirectly, by
such person or any of its Affiliates or Associates;
(ii) Which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether or not such right is
exercisable immediately) pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options or
otherwise or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) Which are beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates
or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting
or disposing of any shares of Voting Stock.
(d) For the purposes of determining whether a person is an Interested
Stockholder pursuant to subsection 4(b), the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed
owned by an Interested Stockholder through application of
subsection 4(c) but shall not include any other shares of Voting
Stock which may be issuable pursuant to any agreement, arrangement
or understanding, or upon the exercise of conversion rights,
exchange rights, warrants or options or otherwise.
(e) "Affiliate" and "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 on April 1, 1987 (the term registrant in said Rule 12b-2
meaning, in this case, the Company).
(f) "Beneficially owned" shall have the meaning ascribed to such term
in Rule 13d3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on April 1, 1987.
20
<PAGE>
(g) "Disinterested Director" means any member of the Board of
Directors of the Company who is not an Interested Stockholder, who
is unaffiliated with, and not a representative of, the Interested
Stockholder and was a member of the Board of Directors on April 1,
1987, or prior to the time that the Interested Stockholder became
an Interested Stockholder, and any successor of a Disinterested
Director who is not an Interested Stockholder, who is unaffiliated
with, and not a representative of, the Interested Stockholder and
is recommended or elected to succeed a Disinterested Director by a
majority of the Disinterested Directors then on the Board of
Directors.
(h) "Fair Market Value" means: (i) 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 sale price or the highest closing bid quotation,
respectively, with respect to a share of such stock during the 30-
day period preceding the date in question on the National Market
System or on the National Association of Securities Dealers, Inc.
Automated Quotations System, as the case may be, or any 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 Disinterested Directors in good
faith; and (ii) 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 the Board of Directors in good faith.
(i) In the event of any Business Combination in which the Company
survives, the phrase "consideration other than cash to be
received" as used in subsection 3(b) of this Article XVI shall
include the shares of Common Stock and/or the shares of any other
class of outstanding Voting Stock retained by the holders of such
shares. "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by
the Company.
SECTION 5. The Disinterested Directors shall have the power and duty to
determine for purposes of this Article XVI, on the basis of information known to
them after reasonable inquiry, all facts necessary to determine compliance with
this Article XVI, including, without limitation, (a) whether a person is an
interested Stockholder, (b) the number of shares of Voting Stock beneficially
owned by any person, (c) whether a person is an Affiliate or Associate of
another, (d) whether the requirements of subsection 3(b) have been met with
21
<PAGE>
respect to any Business Combination and (e) whether the assets which are the
subject of any Business Combination have, or whether the consideration to be
received from the issuance or transfer of securities by the Company or any
Subsidiary in any Business Combination has an aggregate Fair Market Value of
$5,000,000 or more. Any such determination made in good faith shall be binding
and conclusive.
SECTION 6. Nothing contained in this Article XVI shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.
SECTION 7. Consideration for shares to be paid to any stockholder pursuant
to this Article XVI shall be the minimum consideration payable to the
stockholder and shall not limit a stockholder's right under any provision of law
or otherwise to receive greater consideration for any shares of the Company.
SECTION 8. The fact that any Business Combination complies with the
provisions of Section 3 of this Article XVI shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors, or any
member thereof, to approve such Business Combination or recommend its adoption
or approval to the stockholders of the Company, nor shall such compliance limit,
prohibit or otherwise restrict in any manner the Board of Directors or any
member thereof with respect to evaluations of or actions and responses taken
with respect to such Business Combination.
SECTION 9. AMENDMENTS TO ARTICLE. Notwithstanding any other applicable
provisions of law, the Agreement of Association, as amended, or these By-Laws,
and notwithstanding that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least eighty percent (80%) of the votes
which all the stockholders would be entitled to cast at any annual election of
Directors or class of Directors shall be required to amend or repeal, or to
adopt any provision inconsistent with, this Article XVI.
ARTICLE XVII
AMENDMENTS - REPEAL
Except as otherwise provided herein, these By-Laws may be altered, amended,
added to or repealed in whole or in part at any annual or special meeting of the
stockholders by vote of the holders of a majority of the capital stock of the
Company outstanding and entitled to vote, provided that notice of such proposed
alteration, amendment, addition or repeal is given in the notice of the meeting
at which such alteration, amendment, addition or repeal is to be acted upon.
22
<PAGE>
EXHIBIT 4.1
[CERTIFICATE APPEARS HERE]
- - --------------------------------------------------------------------------------
[LOGO OF CCBT BANCORP, INC. APPEARS HERE]
NUMBER SHARES
CCBT
-------------------
INCORPORATED UNDER THE LAWS OF MASSACHUSETTS CUSIP 12487S 10 5
-------------------
This is to certify that
is the holder of
Shares of the Common Capital Stock of
- - --------------------------------------------------------------------------------
- - ----------------------------- CCBT Bancorp, Inc. -------------------------------
- - --------------------------------------------------------------------------------
transferable only on the books of the Company by assignment in writing by the
holder of record hereof or his legal representative upon surrender of this
certificate.
This certificate and the shares represented hereby are issued and shall be
held subject to all the provisions of the Articles of Organization and By-laws
of the Company as heretofore or hereafter amended, and the par value of the
shares represented hereby is and shall be as set forth in said Articles so
amended, to all of which the holder by acceptance hereof assents. This
certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
IN WITNESS WHEREOF CCBT Bancorp, Inc. has caused this certificate to be
signed by its duly authorized officers and its corporate seal to be hereto
affixed.
/s/ Noal D. Reid /s/ Stephen B. Lawson
[SEAL]
TREASURER PRESIDENT
COUNTERSIGNED AND REGISTERED:
REGISTRAR AND TRANSFER COMPANY
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
AMERICAN BANK NOTE COMPANY
680 BLAIR MILL ROAD
HORSHAM, PA 19044
(215) 657-3480
................................................................................
SALES: D. BURNS: 617-786-7600
................................................................................
/NET/BANKNOTE/HOME 40/CCBT 60756
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
PRODUCTION COORDINATOR: D. SUKOLOFF: 215-830-2154
PROOF OF FEBRUARY 8, 1999
CCBT BANCORP, INC.
H 60756 fc
................................................................................
OPERATOR: JW/lr/koshy
................................................................................
NEW
- - --------------------------------------------------------------------------------
<PAGE>
For value received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Bank with
full power of substitution in the premises.
Dated, _________________
_______________________________________________________
In Presence of
________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate in every particular, without alteration
or enlargement, or any change whatever.
- - --------------------------------------------------------------------------------
AMERICAN BANK NOTE COMPANY
680 BLAIR MILL ROAD
HORSHAM, PA 19044
(215)657-3480
................................................................................
SALES: D. BURNS: 617-786-7600
................................................................................
/NET/BANKNOTE/HOME 40/CCBT 60756
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
PRODUCTION COORDINATOR: D. SOKOLOFF: 218-830-2184
PROOF OF FEBRUARY 8, 1999
CCBT BANCORP, INC.
H 60756 bk
................................................................................
OPERATOR: JW/lr/koshy
................................................................................
NEW
- - --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 99.1
================================================================================
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
====================================
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 - FDIC CERTIFICATE NUMBER: 10538
=======================================================
CAPE COD BANK AND TRUST COMPANY
-------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-1465780
------------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601
- - --------------------------------------- -----
(Address of principal executive office) (Zip Code)
(Registrant's telephone #, incl. area code): 508-394-1300
------------
</TABLE>
====================================
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- - ------------------- -----------------------------------------
NONE
- - ----
====================================
Securities registered pursuant to Section 12(g) of the Act:
<TABLE>
<S> <C>
Title of class Name of each exchange on which registered
- - -------------- -----------------------------------------
COMMON CAPITAL STOCK NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
- - -------------------- -------------------------------------------------------
</TABLE>
====================================
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_]| No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [_]
1.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
- - --------------------------------------------------------------------------------
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, as of a specified
date within 60 days prior to the date of filing. (See definition of affiliate in
Rule 405, 17 CFR 230.405.) $185,751,812.00
Note.-- If a determination as to whether a particular person or entity
is an affiliate cannot be made without involving unreasonable effort and
expense, the aggregate market value of the common stock held by non-affiliates
may be calculated on the basis of assumptions reasonable under the
circumstances, provided that the assumptions are set forth in this Form.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [_] Yes [_] No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. 4,530,532
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) Into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
1. ANNUAL REPORT TO SECURITY HOLDERS FOR FISCAL YEAR ENDED DECEMBER
31, 1997.
2. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS ON APRIL 23,
1998.
------------------------------------
PART I
ITEM 1. BUSINESS.
THE BANK IS A STATE-CHARTERED COMMERCIAL BANK WITH TRUST POWERS,
ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. THE
PRESENT BANK IS THE RESULT OF A MERGER BETWEEN THE HYANNIS TRUST COMPANY
AND THE CAPE COD TRUST COMPANY IN 1964 AND A SUBSEQUENT MERGER WITH THE
BUZZARDS BAY NATIONAL BANK IN 1974. THE MAIN OFFICE OF CAPE COD BANK AND
TRUST COMPANY IS LOCATED AT 307 MAIN STREET, HYANNIS, BARNSTABLE COUNTY,
MASSACHUSETTS. THERE ARE 25 OTHER BANKING OFFICES LOCATED IN BREWSTER,
BUZZARDS BAY, CENTERVILLE, CHATHAM, DENNIS, SOUTH DENNIS, FALMOUTH, EAST
HARWICH, HARWICHPORT, HYANNIS, MASHPEE, NORTH EASTHAM, ORLEANS,
OSTERVILLE, POCASSET, PROVINCETOWN, SANDWICH, SOUTH YARMOUTH, WELLFLEET
AND A CUSTOMER SERVICE CENTER WHICH IS LOCATED IN SOUTH YARMOUTH. ALL OF
THE BANK'S FACILITIES ARE LOCATED IN BARNSTABLE COUNTY, MASSACHUSETTS.
THE BANK IS A MEMBER OF THE FEDERAL DEPOSIT INSURANCE CORPORATION BUT IS
NOT A MEMBER OF THE FEDERAL RESERVE SYSTEM. THE BANK HAS SEVERAL
WHOLLY-OWNED SUBSIDIARIES. AT DECEMBER 31, 1997, THE BANK EMPLOYED 333
PEOPLE ON A FULL-TIME BASIS AND ANOTHER 52 PEOPLE ON A PART-TIME BASIS.
2.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
- - --------------------------------------------------------------------------------
CAPE COD BANK AND TRUST COMPANY IS THE LARGEST COMMERCIAL BANK
HEAD-QUARTERED IN BARNSTABLE COUNTY. IT OFFERS A COMPLETE RANGE OF
COMMERCIAL BANKING SERVICES FOR INDIVIDUALS, BUSINESSES, NON-PROFIT
ORGANIZATIONS, GOVERNMENTAL UNITS AND FIDUCIARIES. DURING THE PAST FIVE
YEARS, THERE HAS BEEN NO SIGNIFICANT CHANGE IN THE PRINCIPAL MARKETS OR
THE BANKING SERVICES OFFERED BY THE BANK. THE BANK HAS NOT MERGED WITH
OR ACQUIRED THE BUSINESS OF ANY OTHER BANK OR ENTITY SINCE 1974. THE
BANK RECEIVES SUBSTANTIALLY ALL OF ITS DEPOSITS FROM AND MAKES
SUBSTANTIALLY ALL OF ITS LOANS TO INDIVIDUALS AND BUSINESSES ON CAPE
COD.
THE BANK'S PRINCIPAL SOURCES OF REVENUE ARE LOANS AND INVESTMENTS WHICH
ACCOUNTED FOR 80% OF THE BANK'S GROSS INCOME DURING 1997. OF THE
REMAINING PORTION, 3% WAS RECEIVED FROM SERVICE CHARGES. THE BALANCE WAS
DERIVED FROM TRUST DEPARTMENT INCOME AND OTHER MISCELLANEOUS ITEMS.
BANKING SERVICES FOR INDIVIDUALS INCLUDE CHECKING ACCOUNTS, REGULAR
SAVINGS ACCOUNTS, NOW ACCOUNTS, MONEY MARKET DEPOSIT ACCOUNTS,
CERTIFICATES OF DEPOSIT, CLUB ACCOUNTS, MORTGAGE LOANS, CONSUMER LOANS,
CREDIT CARD SERVICES, SAFE DEPOSIT SERVICES, TRUST SERVICES, DISCOUNT
BROKERAGE AND INVESTMENT SERVICES. IN THE LATTER CATEGORY, THE BANK DOES
A MAJOR BUSINESS IN ACTING AS AGENT TO PURCHASE U.S. GOVERNMENT
SECURITIES FOR ITS CUSTOMERS. THE BANK ALSO OWNS AND MAINTAINS 26
AUTOMATED TELLER MACHINES WHICH ARE CONNECTED TO THE TX, AMEX, CIRRUS,
NYCE, EXCHANGE, AND PLUS NETWORKS. TRUST DEPARTMENT SERVICES INCLUDE
ESTATE, TRUST, TAX RETURNS, AGENCY, INVESTMENT MANAGEMENT, DISCOUNT
BROKERAGE, CUSTODIAL SERVICES, AND IRA ACCOUNTS.
THE BANK HAS NO INVOLVEMENT IN FOREIGN COUNTRIES AND DOES NOT DERIVE ANY
OF ITS INCOME FROM FOREIGN SOURCES.
ITEM 2. PROPERTIES.
A. PROPERTIES HELD IN FEE - BANKING OFFICES
1) 307 MAIN STREET, HYANNIS - MAIN OFFICES
2) 835 MAIN STREET, OSTERVILLE - BRANCH OFFICE
3) 536 MAIN STREET, HARWICHPORT - BRANCH OFFICE
4) 1095 ROUTE 28, SOUTH YARMOUTH - BRANCH OFFICE
5) 40 MAIN STREET, ORLEANS - BRANCH OFFICE
6) SHANK PAINTER ROAD, PROVINCETOWN - BRANCH OFFICE
7) 121 MAIN STREET, BUZZARDS BAY - BRANCH OFFICE
8) 119 ROUTE 6A, SANDWICH - BRANCH OFFICE
9) ROUTE 6A AND UNDERPASS ROAD, BREWSTER - BRANCH OFFICE
10) 700 ROUTE 6A, DENNIS - BRANCH OFFICE
11) JONES ROAD, FALMOUTH - BRANCH OFFICE
12) 693 MAIN STREET, CHATHAM - BRANCH OFFICE
13) MAIN STREET, WELLFLEET - BRANCH OFFICE
NONE OF THE ABOVE OFFICES ARE SUBJECT TO MORTGAGE LIENS OR ANY
OTHER ENCUMBRANCE. THE MAIN OFFICE IS LOCATED IN HYANNIS,
MASSACHUSETTS, AND IS A MODERN, TWO-STORY BRICK BUILDING LOCATED
ON APPROXIMATELY TWO ACRES OF LAND. THE HARWICHPORT OFFICE AND
THE BUZZARDS BAY OFFICE ARE SOMEWHAT LARGER THAN THE REMAINING
OFFICES, HAVING FORMERLY BEEN THE MAIN OFFICE OF THE CAPE COD
TRUST COMPANY AND THE BUZZARDS BAY NATIONAL BANK PRIOR TO MERGER.
THE BANK ALSO OWNS A HOUSE IN MEREDITH, NEW HAMPSHIRE, ONE IN
ORLANDO, FLORIDA, AND ONE IN KILLINGTON, VERMONT WHICH ARE USED
AS VACATION SITES BY ITS EMPLOYEES.
B. RENTAL OF BANK PREMISES:
THE LAND ON WHICH THE HYANNIS AIRPORT ROTARY OFFICE IS LOCATED IS
RENTED FROM THE BARNSTABLE MUNICIPAL AIRPORT AS TENANTS AT WILL
FOR $53,067 PER YEAR. THE BANKING OFFICE LOCATED IN POCASSET ON
THE CORNER OF MACARTHUR BOULEVARD AND BARLOW'S LANDING ROAD IS
LEASED FROM PAUL J. MEDERIOS FOR $25,000 PER YEAR PLUS TAXES AND
OTHER EXPENSES UNDER A LEASE EXPIRING IN 2005. A BANKING OFFICE
AT THE INTERSECTION OF ROUTE 28 AND CAMP OPECHEE ROAD,
CENTERVILLE IS LEASED FOR $50,000 IN 1998 AND AN
3.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
- - --------------------------------------------------------------------------------
INCREASE OF $2,500 PER YEAR PLUS TAXES AND OTHER EXPENSES UNDER A
LEASE EXPIRING IN 2008 WITH RIGHT TO RENEW FOR AN ADDITIONAL
FIFTEEN YEAR PERIOD. THE ROUTE 134, SOUTH DENNIS BRANCH OFFICE IS
LEASED FROM CHAMBERLAIN REALTY FOR $44,000 PER YEAR UNTIL 2001
AND $22,000 IN 2002 PLUS TAXES AND OTHER EXPENSES. THE BANKING
OFFICE AT SKAKET CORNERS, ORLEANS IS LEASED FROM SKAKET
ASSOCIATES FOR $50,916 IN 1998 AND 1999; $58,554 IN 2000, 2001
AND 2002; $67,337 IN 2003, 2004 AND 2005; AND $77,437 IN 2006 AND
2007 PLUS TAXES AND OTHER EXPENSES UNDER A LEASE EXPIRING IN
2007. THE BANK ALSO OPERATES A CUSTOMER SERVICE CENTER WHICH IS
LEASED FROM THE DAVENPORT REALTY TRUST, SOUTH YARMOUTH FOR
$111,972 PER YEAR PLUS TAXES AND OTHER EXPENSES UNTIL 2011 AND
$27,993 IN 2012 UNDER A LEASE EXPIRING IN 2012 WITH THE RIGHT TO
RENEW FOR AN ADDITIONAL TEN-YEAR PERIOD. THE BANKING OFFICE
LOCATED IN THE VILLAGE GREEN SHOPPING CENTER ON BRACKETT ROAD,
NORTH EASTHAM IS LEASED FROM ALAN G. VADNAIS FOR $9,450 IN 1998
AND $2,400 IN 1999 EXPIRING ON 3/31/99. THE OFFICE LOCATED AT 763
MAIN STREET, FALMOUTH IS LEASED FROM RFB REALTY TRUST FOR $42,000
THROUGH 2001 AND $24,500 IN 2002 WITH A LEASE EXPIRING SEPTEMBER,
2002 WITH THE OPTION OF RENEWING THE LEASE FOR TWO ADDITIONAL
FIVE-YEAR PERIODS. THE BANK ALSO RENTS A BUILDING NEXT DOOR TO
THE CUSTOMER SERVICE CENTER FROM DAVENPORT REALTY TRUST, SOUTH
YARMOUTH FOR $76,200 IN 1998 TO 2011 AND $19,050 IN 2012. IN
ADDITION, THE BANK ALSO RENTS OFFICE SPACES FROM STOP & SHOP FOR
$408,000 PER YEAR UNDER A LEASE EXPIRING IN 1999 AND $204,000 IN
2000. THE BANK ALSO PAYS RENT FOR ATMS FOR $14,925 IN 1998,
$12,000 IN 1999 AND 2000 AND $7,000 IN 2001.
ITEM 3. LEGAL PROCEEDINGS.
THE BANK IS NOT INVOLVED IN ANY MATERIAL PENDING LEGAL PROCEEDINGS.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
THERE WERE NO MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS IN THE
FOURTH QUARTER OF 1997.
=============================================================
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
CAPE COD BANK AND TRUST COMPANY'S COMMON STOCK TRADES ON THE NASDAQ
NATIONAL MARKET SYSTEM UNDER THE SYMBOL "CCBT". THE TABLE BELOW SHOWS
THE HIGH AND LOW TRADING PRICES OF THE STOCK FOR EACH QUARTER IN THE
PAST TWO YEARS AND THE DIVIDENDS DECLARED EACH QUARTER, ADJUSTED FOR
THE TWO-FOR-ONE STOCK DISTRIBUTION MADE MAY 10, 1996. THERE ARE
APPROXIMATELY 1,100 STOCKHOLDERS OF RECORD.
<TABLE>
<CAPTION>
1996 1997
------------------------------------------- ------------------------------------------
First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Market price: High $ 20 1/2 $ 23 $ 22 1/2 $ 24 1/2 $ 27 7/8 $ 30 $ 34 1/2 $ 41
Low $ 18 3/4 $ 19 $ 19 3/4 $ 20 3/8 $ 21 1/2 $ 26 3/4 $ 28 1/2 $ 35 1/4
Dividends declared $.17 $.18 $.18 $.18 $.21 $.21 $.21 $.21
per share
</TABLE>
ITEM 6. SELECTED FINANCIAL DATA.
4.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Total assets $973,105 $817,884 $646,911 $528,438 $515,324
Stockholders' equity 75,636 66,603 59,601 53,087 46,115
Net interest income 36,907 32,650 29,156 25,574 26,223
Provision for loan losses -- -- -- 1,200 6,000
Non-interest income 20,174 13,874 13,649 12,320 13,275
Non-interest expense 35,642 30,985 28,631 27,062 29,081
Provision for income taxes 8,190 6,070 5,391 1,930 397
Net income 13,249 9,468 8,783 7,703 4,021
Book value per share $16.69 $14.70 $13.17 $11.72 $10.18
Basic and diluted earnings
per share(1) 2.92 2.09 1.94 1.71 .89
Cash dividends per share .84 .71 .56 .18 .12
Return on average assets 1.44% 1.26% 1.47% 1.43% .76%
Return on average
stockholders' equity 18.7% 15.2% 15.6% 15.5% 9.0%
</TABLE>
/(1)/ Based on average shares outstanding: 4,530,532 in 1997; 4,526,217
in 1996; 4,521,370 in 1995; 4,516,618 in 1994; and 4,511,458 in 1993.
(Adjusted for two-for-one stock distribution in 1996).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
SEE ATTACHMENT EXCERPTED FROM 1997 ANNUAL REPORT.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
SEE ATTACHMENT EXCERPTED FROM 1997 ANNUAL REPORT.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
THE REQUIRED FINANCIAL STATEMENTS ARE INCLUDED LATER IN THIS REPORT.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
THERE WERE NO CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES AS DEFINED BY ITEM 304 OF
REGULATION S-K.
==============================================================
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
A. IDENTIFICATION OF DIRECTORS:
THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998, COPY ATTACHED.
5.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
- - --------------------------------------------------------------------------------
B. IDENTIFICATION OF EXECUTIVE OFFICERS:
ALL OFFICERS WERE RE-ELECTED TO THEIR POSITIONS ON APRIL 24, 1997
TO SERVE UNTIL THE ANNUAL MEETING ON APRIL 23, 1998.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
OFFICER AGE AT TITLE AND AREA OF DATE APPOINTED DATE OF
12/31/97 RESPONSIBILITY TO PRESENT RANK EMPLOYMENT
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stephen B. Lawson 56 President and Chief 7/01/92 12/06/65
Executive Officer
--------------------------------------------------------------------------------
Daniel G. Barrie 50 Controller and Asst. 5/13/96 5/13/96
Treasurer
--------------------------------------------------------------------------------
Robert T. Boon 43 Chief Trust Officer 10/13/95 4/01/85
--------------------------------------------------------------------------------
John S. Burnett 51 V.P. Secretary of the 12/11/80 9/07/71
Corporation
--------------------------------------------------------------------------------
Richard L. Cathie 55 President & CEO, 10/13/95 7/21/71-
CCB&T 12/09/86;
Investment Co. 6/30/88
--------------------------------------------------------------------------------
Robert R. Prall 55 Chief Lending Officer 1/01/97 6/01/93
--------------------------------------------------------------------------------
Noal D. Reid 53 Chief Financial 9/15/95 10/16/72
Officer and
Treasurer
--------------------------------------------------------------------------------
Larry K. Squire 50 Chief Operating 9/15/95 5/17/71
Officer
--------------------------------------------------------------------------------
</TABLE>
C. IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES:
THERE ARE NO SIGNIFICANT EMPLOYEES OTHER THAN EXECUTIVE OFFICERS.
D. FAMILY RELATIONSHIPS:
THERE ARE NO FAMILY RELATIONSHIPS BETWEEN ANY DIRECTORS, NOMINEES FOR
ELECTION AS DIRECTORS OR EXECUTIVE OFFICERS OF THE BANK.
E. BUSINESS EXPERIENCE:
(1) BACKGROUND:
INFORMATION ON THE DIRECTORS WAS INCLUDED IN THE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998.
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
---- ----------------------------------------------
<S> <C>
STEPHEN B. LAWSON EXECUTIVE VICE PRESIDENT, TRUST, 12/12/85;
PRESIDENT, CHIEF EXECUTIVE OFFICER, 7/01/92
DANIEL G. BARRIE CHIEF FINANCIAL OFFICER, GRAYSTONE MORTGAGE CORP., 7/91;
CONTROLLER, ASSISTANT TREASURER, 5/13/96
ROBERT T. BOON VICE PRESIDENT, MUNICIPAL SERVICES, 4/01/85;
PRESIDENT CCB&T INVESTMENT CO., 6/29/92;
CHIEF TRUST OFFICER, 10/13/95
</TABLE>
6.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
- - --------------------------------------------------------------------------------
<TABLE>
<S> <C>
JOHN S. BURNETT SECRETARY OF THE CORPORATION, 1978
VICE PRESIDENT, 12/11/80
RICHARD L. CATHIE EXECUTIVE VICE PRESIDENT, MARKETING, CCB&T, 6/30/88;
PRESIDENT, CCB&T INVESTMENT CO., 10/13/95
BARRETT C. NICHOLS, JR. VICE PRESIDENT, LOAN ADMINISTRATION, 12/3/90;
EXECUTIVE VICE PRESIDENT, LOAN ADMINISTRATION, 4/05/93;
CHIEF LENDING OFFICER, 9/15/95 TO RETIREMENT 2/28/97
ROBERT R. PRALL SR. V.P., FLEET BANK OF MASSACHUSETTS, OFFICER IN CHARGE OF
COMMERCIAL REAL ESTATE LENDING, SOUTHEASTERN
MASSACHUSETTS, 1991 TO 5/31/93;
SR. V.P., LOAN ADMINISTRATION, REGION III, 6/01/93-12/31/96;
CHIEF LENDING OFFICER, 1/1/97
NOAL D. REID EXECUTIVE VICE PRESIDENT AND TREASURER, 12/12/85;
CHIEF FINANCIAL OFFICER AND TREASURER, 9/15/95
LARRY K. SQUIRE EXECUTIVE VICE PRESIDENT, RETAIL BANKING, 12/12/85;
CHIEF OPERATING OFFICER, 9/15/95
</TABLE>
THERE ARE NO LATE FILERS ACCORDING TO REGULATION S-K (SS.229.405
OF THIS CHAPTER) PURSUANT TO SECTION 12 OF THE EXCHANGE ACT (15
U.S.C. 781).
ITEM 11. EXECUTIVE COMPENSATION.
THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL
MEETING OF STOCKHOLDERS, APRIL 23, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL
MEETING OF STOCKHOLDERS, APRIL 23, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
THE BANK ENTERS INTO BANKING TRANSACTIONS IN THE ORDINARY COURSE OF ITS
BUSINESS WITH DIRECTORS, OFFICERS, PRINCIPAL STOCKHOLDERS AND THEIR
ASSOCIATES, ON THE SAME TERMS INCLUDING INTEREST RATES AND COLLATERAL
ON LOANS, AS THOSE PREVAILING AT THE SAME TIME FOR COMPARABLE
TRANSACTIONS WITH OTHERS. THE TOTAL AMOUNT OF LOANS OUTSTANDING TO
DIRECTORS AND OFFICERS AT DECEMBER 31, 1997, 1996 AND 1995 WAS
$15,418,661, $13,244,549, AND $8,357,326, RESPECTIVELY. DURING 1997,
$14,818,630 IN NEW LOANS WERE MADE TO DIRECTORS AND OFFICERS AND THERE
WERE $12,644,518 IN REPAYMENTS.
----------------------------------------------------------
7.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
- - --------------------------------------------------------------------------------
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
A. Documents filed as part of the report:
(1) FINANCIAL STATEMENTS
A. CONSOLIDATED STATEMENTS OF CONDITION AS OF DECEMBER
31, 1997, 1996 AND 1995
B. CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS
ENDED DECEMBER 31, 1997, 1996 AND 1995
C. CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS
ENDED DECEMBER 31, 1997, 1996 AND 1995
D. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997, 1996
AND 1995
E. NOTES TO FINANCIAL STATEMENTS
(2) EXHIBITS AS REQUIRED BY ITEM 601 OF REGULATION S-K
((S)229.601 OF THIS CHAPTER).
A. PROXY STATEMENT FOR THE ANNUAL MEETING OF
STOCKHOLDERS, APRIL 23, 1998
B. REPORT OF MANAGEMENT - INTERNAL CONTROL OVER
FINANCIAL REPORTING
C. REPORT OF MANAGEMENT - COMPLIANCE WITH LAWS AND
REGULATIONS
D. INDEPENDENT PUBLIC ACCOUNTANT'S REPORT CONCERNING
INTERNAL CONTROL STRUCTURE AND PROCEDURES FOR
FINANCIAL REPORTING
B. Reports on Form 8-K:
A REPORT ON FORM 8-K (FORM F-3) WAS FILED ON MAY 16, 1997, AFTER
THE APRIL 24, 1997 ANNUAL MEETING OF STOCKHOLDERS.
8.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-K
December 31, 1997
- - --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant) CAPE COD BANK AND TRUST COMPANY
-------------------------------------------------------------------
By (Signature and Title)* /s/ Stephen B. Lawson
______________________________________________________
STEPHEN B. LAWSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date 3/12/98
___________________________________________________________________________
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Noal D. Reid
_______________________________________________________
NOAL D. REID, CHIEF FINANCIAL OFFICER AND TREASURER
Date 3/12/98
____________________________________________________________________________
By (Signature and Title)* /s/ Daniel G. Barrie
_______________________________________________________
DANIEL G. BARRIE, CONTROLLER AND ASSISTANT TREASURER
Date 3/12/98
____________________________________________________________________________
SIGNATURES OF THE BOARD OF DIRECTORS
/s/ John Otis Drew /s/ Felicia R. Penn
_________________________________ _________________________________
JOHN OTIS DREW FELICIA R. PENN
/s/ Barrett C. Nichols, Jr. /s/ Joshua A. Nickerson, Jr.
_________________________________ _________________________________
BARRETT C. NICHOLS, JR. JOSHUA A. NICKERSON, JR.
/s/ Jeannine L. Hubbard /s/ George D. Denmark
_________________________________ _________________________________
JEANNINE L. HUBBARD GEORGE D. DENMARK
/s/ William C. Snow /s/ Charles N. Robinson
_________________________________ _________________________________
WILLIAM C. SNOW CHARLES N. ROBINSON
/s/ James H. Rice /s/ Stephen B. Lawson
_________________________________ _________________________________
JAMES H. RICE STEPHEN B. LAWSON
/s/ Richard M. Scudder
_________________________________
RICHARD M. SCUDDER
Date MARCH 12, 1998
----------------------------------------------------------------------------
________________________________________________________________________________
*Print the name and title of each signing officer under his signature.
9.
<PAGE>
EXHIBIT 99.2
================================================================================
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
=============================
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 - FDIC CERTIFICATE NUMBER: 10538
============================================
CAPE COD BANK AND TRUST COMPANY
-------------------------------
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-1465780
------------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601
- - --------------------------------------- -----
(Address of principal executive office) (Zip Code)
(Registrant's telephone #, incl. area code): 508-394-1300
------------
===================================
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- - ------------------- -----------------------------------------
NONE
- - ----
===================================
Securities registered pursuant to Section 12(g) of the Act:
Title of class Name of each exchange on which registered
- - -------------- -----------------------------------------
COMMON CAPITAL STOCK NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
- - -------------------- -------------------------------------------------------
===================================
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. |X| Yes |_| No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [X] Yes [_] No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. THERE WERE 4,530,532
--------------------
SHARES OF COMMON STOCK AS OF MAY 11, 1998.
- - -----------------------------------------
1.
<PAGE>
Cope Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION DESCRIPTION PAGE NO.
- - ------- ----------- --------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition
March 31, 1998 (Unaudited) and December 31, 1997 3
Consolidated Statements of Income
Three Months Ended March 31, 1998 and 1997 (Unaudited) 4
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1998 and 1997 (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition 6-8
and Results of Operations
PART II OTHER INFORMATION 9
SIGNATURES 10
</TABLE>
2.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CONDITION
MARCH 31, 1998 AND DECEMBER 31, 1997
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(Dollar amounts in thousands)
<S> <C> <C>
ASSETS
Cash and due from banks $ 38,431 $ 34,213
---------- ----------
Total cash and cash equivalents 38,431 34,213
---------- ----------
Investment securities
U.S. Government agencies 31,325 75,528
State and municipal obligations 15,259 16,323
Other bonds, notes and debentures 283,680 282,841
Corporate stock 18,745 16,804
---------- ----------
Total investment securities 349,009 391,496
---------- ----------
Loans
Commercial loans 78,133 72,162
Construction mortgage loans 36,702 34,798
Commercial mortgage loans 201,406 198,944
Industrial revenue bonds 1,778 1,883
Residential mortgage loans 228,318 207,665
Consumer loans 15,038 16,391
---------- ----------
Total loans 561,375 531,843
Less: Reserve for possible loan losses (11,013) (10,962)
---------- ----------
Net loans 550,362 520,881
Bank premises and equipment 12,380 12,305
Other assets 14,283 15,000
---------- ----------
Total assets $ 964,465 $ 973,895
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits $ 135,965 $ 147,495
NOW account deposits 103,706 103,755
Money market account deposits 145,967 149,097
Other savings deposits 160,804 158,197
Certificates of deposits of $100,000 or more 26,994 26,453
Other time deposits 124,958 124,263
---------- ----------
Total deposits 698,394 709,260
Borrowing from the Federal Home Loan Bank 171,355 171,295
Other short-term borrowings 11,075 11,662
Other liabilities 6,634 6,042
---------- ----------
Total liabilities 887,458 898,259
---------- ----------
Commitments
Stockholders' equity
Common stock, $2.50 par value
Authorized: 6,000,000 shares
Outstanding: 4,530,532 shares 11,326 11,326
Surplus 25,230 25,230
Undivided profits 39,990 38,677
Unrealized gain on securities available for sale 461 403
---------- ----------
Total stockholders' equity 77,007 75,636
---------- ----------
Total liabilities and stockholders' equity $ 964,465 $ 973,895
========== ==========
</TABLE>
3.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 11,593 $ 10,594
Interest and dividends on securities
U.S. Government agencies 3,012 3,367
State and municipal obligations 207 437
Other bonds, notes and debentures 1,702 967
Corporate stock 360 338
---------- ----------
Total interest income 16,874 15,703
---------- ----------
INTEREST EXPENSE
Interest on certificates of deposit of $100,000 or more 363 225
Interest on other deposits 4,845 4,678
Interest on short-term borrowings 2,841 2,140
---------- ----------
Total interest expense 8,049 7,043
---------- ----------
Net interest income 8,825 8,660
Provision for loan losses -- --
---------- ----------
Net interest income after provision for loan losses 8,825 8,660
---------- ----------
NON-INTEREST INCOME
Trust and Investment division fees 1,183 1,216
Credit card merchant fees 532 464
Service charges on deposit accounts 941 966
Gain (loss) on sale or writedown of investment securities 126 111
Other 662 2,391
---------- ----------
Total non-interest income 3,444 5,148
---------- ----------
NON-INTEREST EXPENSE
Salaries and wages 2,620 2,835
Employee benefits 1,193 1,329
Occupancy expense 558 487
Equipment rental and expense 504 511
Credit card processing expense 551 367
Other 2,877 2,071
---------- ----------
Total non-interest expense 8,303 7,600
---------- ----------
Income before income taxes 3,966 6,208
Provision for income taxes 1,566 2,400
---------- ----------
Net income $ 2,400 $ 3,808
========== ==========
Average shares outstanding 4,530,532 4,530,532
Primary earnings (loss) per share $ .53 $ .84
</TABLE>
4.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Net income $ 2,400 $ 3,808
Adjustments ro reconcile net income to net cash:
Provision for loan losses -- --
Depreciation and amortization 509 494
Net (gain) loss on sale or writedown of securities (126) (111)
Net increase (decrease) in taxes payable 8 1,553
Other, net (3,545) (3,104)
---------- ----------
Net cash provided (used) by operating activities $ (754) $ 2,640
----------- ----------
CASH PROVIDED (USED) BY INVESTING ACTIVITIES
Net (increase) decrease in loans $ (41,159) (18,867)
Proceeds from sale of loans 11,762 3,448
Disposition of property from defaulted loans 59 80
Maturities of securities 117,123 46,897
Purchase of available for sale securities (112,875) (171,024)
Sale of available for sale securities 40,952 115,907
Purchase of premises and equipment (584) (268)
---------- ----------
Net cash provided (used) by investing activities $ 15,278 $ (23,827)
---------- ----------
CASH PROVIDED (USED) BY FINANCING ACTIVITIES
Net increase (decrease) in deposits $ (10,866) $ 11,176
Net increase in borrowings from the Federal Home Loan Bank 60 34,000
Net increase (decrease) in other short-term borrowings (587) 61
Cash dividends paid on common stock 1,087 951
---------- ----------
Net cash provided (used) by financing activities $ (10,306) $ 46,188
---------- ----------
Net increase in cash and cash equivalents $ 4,218 $ 25,001
---------- ----------
Cash and cash equivalents at beginning of year $ 34,213 $ 20,961
---------- ----------
Cash and cash equivalents at end of quarter $ 38,431 $ 45,962
========== ==========
Cash equivalents include amounts due from banks and federal funds
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Cash paid for:
Interest $8,096,114 $6,835,226
Income taxes $1,560,000 $1,559,000
</TABLE>
5.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Earnings for the quarter ending March 31, 1998 were $.53 compared to
$.84 a year ago. Last year's first quarter was an exceptionally good one and
included a $.24 non-recurring item. This year's quarter included non-recurring
expenses associated with the attempted acquisition of Sandwich Co-operative
Bank.
Deposits and loans grew 8.1 % and 18.7% respectively over a year ago.
Demand and NOW account balances improved 9.3% which aided our net interest
income. Residential mortgage loans increased nicely and total assets were
$959,636,238 or 11.1% greater than a year ago. There continues to be downward
pressure on interest margins due to the very competitive loan environment which
is affecting commercial loan volume.
Capital at quarter end was $77,006,983 and is currently 8.0% of total
assets. The loan loss reserve was $11,012,735 a very comfortable 2.0% of total
outstanding loans.
6.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
CAPE CODE BANK & TRUST COMPANY
COMPARATIVE BALANCE SHEET, RATES AND SPREAD
MARCH 31, 1997
<TABLE>
<CAPTION>
----------------ACTUAL----------------- ----------------BUDGET-----------------
AVERAGE AVERAGE AVERAGE AVERAGE
Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
BALANCE INTEREST YIELD BALANCE INTEREST YIELD
----------- ------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
- - --------------
Securities
U.S. Government-CMO 120,532,943 1,857,688 6.19% 60,000,000 900,000 6.00%
U.S. Government Agencies 49,386,271 781,711 6.43% 75,000,000 1,035,616 5.60%
Other CMO's 54,937,983 888,477 6.49% 25,000,000 375,000 6.00%
State & Municipal Agencies 19,498,833 185,323 5.10% 20,000,000 202,192 5.42%
CCB&T Securities 50,387,746 756,839 6.06% 49,965,750 749,487 6.00%
Other Securities 55,025,572 639,775 4.82% 99,211,000 1,441,577 5.81%
----------- ------------ ----------- ------------
Total Investments 349,769,348 5,109,813 5.98% 329,176,750 4,703,872 5.82%
Residential R.E. Loans 136,256,198 2,931,587 8.52% 130,666,667 2,720,600 8.33%
Commercial R.E. Loans 194,967,592 4,569,553 9.49% 191,366,667 4,482,554 9.50%
Commercial Loans 75,189,092 1,788,353 9.84% 68,550,000 1,606,229 9.50%
Commercial R.E. Mtg. - Construction 9,257,051 234,813 10.29% 6,020,833 133,814 9.01%
Residential Mortgages - Construction 8,787,634 169,695 7.84% 6,020,833 133,814 9.01%
Non-Rated IRB 2,759,140 37,639 7.88% 3,073,333 60,612 11.40%
Commercial Paper 0 0 0.00% 2,500,000 34,716 5.45%
Consumer Loans 19,347,357 510,339 10.43% 18,923,798 431,797 9.25%
MasterCard 11,199,903 351,470 12.45% 11,888,425 366,278 12.50%
----------- ------------ ----------- ------------
Total Loans 457,764,167 10,593,649 9.32% 439,010,556 9,970,414 9.20%
Total Earning Assets 807,533,515 15,703,462 7.87% 768,187,306 14,674,286 7.75%
Total Non-Earning Assets 45,555,354 36,764,976
----------- ------------ ----------- ------------
TOTAL ASSETS 853,088,869 15,703,462 7.44% 804,952,282 14,674,286 7.40%
=========== ============ =========== ============
INTEREST BEARING LIABILITIES
- - ----------------------------
NOW Accounts 93,294,694 434,486 1.89% 89,666,667 446,683 2.02%
Regular Savings 62,793,506 482,426 3.12% 59,300,000 475,212 3.25%
The Cape Codder Account 89,819,664 939,994 4.24% 99,500,000 1,091,774 4.45%
Money Market Account 144,735,539 1,373,408 3.85% 151,500,000 1,494,247 4.00%
Other Time Deposits 125,022,890 1,672,846 5.43% 121,626,644 1,675,866 5.59%
----------- ------------ ----------- ------------
Total Interest-bearing Deposits 515,666,273 4,903,160 3.86% 521,593,311 5,183,782 4.03%
Borrowings
FHLB Borrowing 142,346,386 2,044,187 5.82% 91,500,000 1,299,575 5.76%
Other Borrowings 7,971,105 96,082 4.91% 11,000,000 123,041 4.54%
----------- ------------ ----------- ------------
Total Borrowings 150,317,491 2,140,269 5.78% 102,500,000 1,422,616 5.63%
Total Deposits and Borrowings 665,983,764 7,043,429 3.54% 624,093,311 6,606,398 3.49%
DDA Balances 116,212,788 110,333,333
Other Liabilities 3,165,989 4,510,871
Shareholder's Equity 67,726,328 66,014,767
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY 853,088,869 7,043,429 3.35% 804,952,282 6,606,398 3.33%
=========== ------------ ------- =========== ----------- ----
Net Interest Income:
As a % of Total Earning Assets 8,660,033 8,067,888
============ ===========
4.33% 4.26%
======= ======
======= ======
As a % of Total Assets 4.09% 4.07%
======= ======
Average Equity to Average Assets 7.94% 8.20%
======= ======
Average Loans/Average Deposit 72.44% 69.47%
======= ======
</TABLE>
7
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
CAPE COD & TRUST COMPANY
COMPARATIVE BALANCE SHEET, RATES AND SPREAD
FOR THE PERIOD ENDING MARCH 31, 1998
<TABLE>
<CAPTION>
------------1998 ACTUAL---------- ----------1998 BUDGET--------- 1997
($000 Thousands) Ave. Ave. Ave. Ave. Ave.
Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
Balance Interest Yield Balance Interest Yield Balance
------- -------- ----- ------- -------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS ASSETS
- - ---------------
Securities
Mortgage-Backed Securities $ 4,454 $ 73 6.60% $ 0 $ 0 0.00% $ 0
U.S. Government-CMO 94,640 1,545 6.55% 66,667 1,042 6.25% 120,533
U.S. Government Agencies 57,989 761 5.25% 75,000 1,082 5.85% 49,366
Other CMO's 45,511 619 5.45% 27,500 429 6.25% 54,938
State & Municipal Agencies 18,100 207 6.13% 19,667 199 5.42% 19,499
CCB&T Securities 56,405 900 6.43% 49,966 781 6.25% 50,388
Other Securities 98,128 1,178 4.80% 117,345 1,784 6.08% 55,026
-------- ------- ----- -------- -------- ----- ---------
Total Investments 375,227 5,281 5.72% 356,145 5,317 6.06% 349,770
Residential R.E. Loans 218,157 4,014 7.36% 216,750 4,281 7.90% 136,258
Commercial R.E. Loans 196,670 4,716 9.63% 201,226 4,650 9.37% 194,968
Commercial Loans 74,706 1,847 10.01% 70,972 1,706 9.75% 73,7??
Commercial R.E. Mtg. - Constr. 12,199 261 8.66% 10,433 244 9.50% 9,257
Residential Mortgages - Constr. 24,465 362 6.01% 19,567 326 6.75% 8,788
Non-Rated IRB 1,833 38 11.85% 1,878 38 11.76% 2,759
Commercial Paper 0 0 0.00% 0 0 0.00% 0
Consumer Loans 14,754 355 9.48% 15,000 370 10.00% 19,347
Master Card 0 0 0.00% 0 0 0.00% 11,200
Overdrafts 1,184 0 0.00% 0 0 0.00% 1,393
-------- ------- ----- -------- -------- ----- ---------
Total Loans 545,948 11,593 8.57% 535,824 11,615 8.76% 457,764
Total Earning Assets 921,175 16,874 7.41% 891,969 16,932 7.68% 807,534
Total Non-Earning Assets 43,296 41,368 45,555
-------- ------- ----- -------- -------- ----- ---------
TOTAL ASSETS $964,471 $16,874 7.07% $933,337 $ 16,932 7.34% $ 853,089
======== ======= ===== ======== ======== ===== =========
INVESTMENTS BEARING LIABILITIES
- - -------------------------------
NOW Accounts $101,790 $ 413 1.65% $103,000 $ 513 2.02% $ 93,295
Regular Savings 66,995 442 2.68% 70,167 519 3.00% 62,793
The Cape Codder Account 91,939 960 4.23% 91,667 1,006 4.45% 89,820
Money Market Account 146,364 1,345 3.73% 145,667 1,437 4.00% 144,735
Other Time Deposits 152,074 2,049 5.46% 151,167 2,080 5.58% 125,023
-------- ------- ----- -------- -------- ----- ---------
Total Interest-bearing Deposits 559,162 5,209 3.78% 561,668 5,555 4.01% 515,666
Borrowings
FHLB Borrowing 183,362 2,722 6.02% 151,311 2,224 5.99% 142,346
Other Borrowings 9,740 118 4.93% 12,333 143 4.70% 7,971
-------- ------- ----- -------- -------- ----- ---------
Total Borrowings 193,102 2,840 5.97% 183,644 2,367 5.89% 150,317
Total Deposits and Borrowings 752,264 8,049 3.55% 725,312 7,922 3.61% 6?5,983
DDA Balances 131,736 126,000 116,213
Other Liabilities 4,184 5,999 3,167
Shareholder's Equity 76,287 76,026 67,726
-------- -------- ---------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY $964,471 8,049 3.33% $933,337 7,922 3.45% $ 853,089
======== ======= ===== ======== ======== ===== =========
Net Interest Income: $ 8,825 $ 9,010
======= ========
As a % of Total Earnings Assets 3.86% 4.07% 4.33%
======== ======== =========
As a % of Total Assets 3.69% 3.89% 4.00%
======== ======== =========
Average Equity to Average Assets 7.91% 8.15% 7.94%
======== ======== =========
Average Loans/Average Deposit 79.02% 77.92% 72.44%
======== ======== =========
Book Value $ 17.02 $ 17.02 $ 15.15
Market Price $ 44.00 $ 0.00 $ 27.00
Annual Dividend Rate $ 0.96 $ 1.00 $ 0.84
Dividend Yield 2.18% 0.00% 3.11%
</TABLE>
8.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
PART II . OTHER INFORMATION
Item 1. Legal Proceedings.
The Bank is not involved in any material pending legal
proceedings.
Item 2. Changes in Securities.
There have been no changes in securities of the Bank during the
period covered by this report.
Item 3. Defaults upon Senior Securities.
There have been no defaults upon senior securities.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to security holders during the period
covered by this report.
Item 5. Other Information.
There is nothing to report under this item.
Item 6. Exhibits and Reports on form 8-K.
(A) Exhibits
None.
(B) Reports on Form 8-K.
None for this period.
9.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
March 31, 1998
- - --------------------------------------------------------------------------------
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.
(Registrant) Cape Cod Bank and Trust Company
--------------------------------------------------------------------
By (Signature and Title)* /s/ Noal D. Reid
_______________________________________________________
Noal D. Reid, Chief Financial Officer and Treasurer
Date May 15, 1998
____________________________________________________________________________
By (Signature and Title)* /s/ Daniel G. Barrie
_______________________________________________________
Daniel G. Barrie, Controller and Assistant Treasurer
Date May 15, 1998
____________________________________________________________________________
10.
<PAGE>
EXHIBIT 99.3
================================================================================
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
========================
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 - FDIC CERTIFICATE NUMBER: 10538
============================================
CAPE COD BANK AND TRUST COMPANY
-------------------------------
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-1465780
------------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601
- - --------------------------------------- -----
(Address of principal executive office) (Zip Code)
(Registrant's telephone #, incl. area code): 508-394-1300
------------
===============================
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- - ------------------- -----------------------------------------
NONE
- - ----
===============================
Securities registered pursuant to Section 12(g) of the Act:
Title of class Name of each exchange on which registered
- - -------------- -----------------------------------------
COMMON CAPITAL STOCK NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
- - -------------------- ------------------------------------------------------
===============================
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [_] Yes [_] No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. THERE WERE 4,530,532
--------------------
SHARES OF COMMON STOCK AS OF JULY 31, 1998.
- - ------------------------------------------
1.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
- - --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION DESCRIPTION PAGE NO.
- - ------- ----------- --------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition
June 30, 1998 (Unaudited) and December 31, 1997 3
Consolidated Statements of Income
Six Months Ended June 30, 1998 and 1997 (Unaudited) 4
Three Months Ended June 30, 1998 and 1997 (Unaudited)
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1998 and 1997 (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition 6-8
and Results of Operations
PART II OTHER INFORMATION 9
SIGNATURES 10
</TABLE>
2.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CONDITION
JUNE 30, 1998 AND DECEMBER 31, 1997
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(Dollar amounts in thousands)
<S> <C> <C>
ASSETS
Cash and due from banks $ 49,160 $ 34,213
---------- ---------
Total cash and cash equivalents 49,160 34,213
---------- ---------
Investment securities
U.S. Government agencies 26,072 75,528
State and municipal obligations 18,922 16,323
Other bonds, notes and debentures 420,377 282,841
Corporate stock 18,749 16,804
---------- ---------
Total investment securities 484,120 391,496
---------- ---------
Loans
Commercial loans 78,747 72,162
Construction mortgage loans 48,738 34,798
Commercial mortgage loans 216,056 198,944
Industrial revenue bonds 1,673 1,883
Residential mortgage loans 247,556 207,665
Consumer loans 18,283 16,391
---------- ---------
Total loans 611,053 531,843
Less: Reserve for possible loan losses (11,053) (10,962)
---------- ---------
Net loans 600,000 520,881
Bank premises and equipment 12,495 12,305
Other assets 16,706 15,000
---------- ---------
Total assets $1,162,481 $ 973,895
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits $ 160,199 $ 147,495
NOW account deposits 108,184 103,755
Money market account deposits 144,976 149,097
Other savings deposits 158,867 158,197
Certificates of deposits of $100,000 or more 27,675 26,453
Other time deposits 121,027 124,263
---------- ---------
Total deposits 720,928 709,260
Borrowing from the Federal Home Loan Bank 336,014 171,295
Other short-term borrowings 18,857 11,662
Other liabilities 6,888 6,042
---------- ---------
Total liabilities 1,082,687 898,259
---------- ---------
Commitments
Stockholders' equity
Common stock, $2.50 par value
Authorized: 12,000,000 shares
Outstanding: 4,530,532 shares 11,326 11,326
Surplus 25,230 25,230
Undivided profits 42,227 38,677
Unrealized gain on securities available for sale 1,011 403
---------- ---------
Total stockholders' equity 79,794 75,636
---------- ---------
Total liabilities and stockholders' equity $1,162,481 $ 973,895
========== =========
</TABLE>
3.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $12,425 $10,970 $24,017 $21,564
Interest and dividends on securities
U.S. Government agencies 2,700 3,929 5,712 7,296
State and municipal obligations 356 337 563 774
Other bonds, notes and debentures 1,966 766 3,668 1,733
Corporate stock 450 358 810 696
------- ------- ------- ----------
Total interest income 17,897 16,360 34,770 32,063
------- ------- ------- --------
INTEREST EXPENSE
Interest on certificates of deposit of $100,000 or more 376 279 739 504
Interest on other deposits 4,499 4,968 9,344 9,647
Interest on short-term borrowings 3,423 2,180 6,263 4,320
------- ------- ------- --------
Total interest expense 8,298 7,427 16,346 14,471
------- ------- ------- --------
Net interest income 9,599 8,933 18,424 17,592
Provision for loan losses -- -- -- --
------- ------- ------- --------
Net interest income after provision for loan losses 9,599 8,933 18,424 17,592
------- ------- ------- --------
NON-INTEREST INCOME
Trust and Investment division fees 1,376 1,035 2,559 2,251
Credit card merchant fees 739 653 1,271 1,117
Service charges on deposit accounts 1,098 1,086 2,039 2,052
Settlement from software provider -- -- -- 1,900
Gain (loss) on sale or writedown of investment 105 114 231 225
securities
Other 528 875 1,190 1,716
------- ------- ------- --------
Total non-interest income 3,846 3,763 7,290 9,261
------- ------- ------- --------
NON-INTEREST EXPENSE
Salaries and wages 2,724 2,908 5,344 5,743
Employee benefits 981 1,056 2,174 2,385
Occupancy expense 571 553 1,129 1,040
Equipment rental and expense 474 503 978 1,014
Credit card processing expense 687 737 1,238 1,104
Other 2,541 2,621 5,418 5,041
------- ------- ------- --------
Total non-interest expense 7,978 8,378 16,281 16,327
------- ------- ------- --------
Income before income taxes 5,467 4,318 9,433 10,526
Provision for income taxes 2,143 1,660 3,709 4,060
------- ------- ------- --------
Net income $ 3,324 $ 2,658 $ 5,724 $ 6,466
======= ======= ======= ========
Average shares outstanding 4,530,532 4,530,532 4,530,532 4,530,532
Primary earnings (loss) per share $ .73 $ .59 $ 1.26 $ 1.43
</TABLE>
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Net income $ 5,724 $ 6,466
Adjustments to reconcile net income to net cash:
Provision for loan losses --- ---
Depreciation and amortization 991 999
Net (gain) loss on sale or writedown of securities (231) (225)
Net increase (decrease) in taxes payable (1,163) (919)
Other, net (3,261) (4,224)
---------- ----------
Net cash provided (used) by operating activities $ 2,060 $ 2,097
---------- ----------
CASH PROVIDED (USED) BY INVESTING ACTIVITIES
Net (increase) decrease in loans $ (123,707) $ (56,354)
Proceeds from sale of loans 44,933 7,355
Disposition of property from defaulted loans 405 180
Maturities of securities 221,512 89,290
Purchase of available for sale securities (755,056) (216,703)
Sale of available for sale securities 444,575 103,512
Purchase of premises and equipment (1,182) (626)
---------- ----------
Net cash provided (used) by investing activities $ (168,520) $ (73,346)
---------- ----------
CASH PROVIDED (USED) BY FINANCING ACTIVITIES
Net increase (decrease) in deposits $ 11,668 $ 44,810
Net increase in borrowings from the Federal Home Loan Bank 164,719 41,127
Net increase (decrease) in other short-term borrowings 7,195 2,349
Cash dividends paid on common stock (2,175) (1,903)
---------- ----------
Net cash provided (used) by financing activities $ 181,407 $ 86,383
---------- ----------
Net increase in cash and cash equivalents $ 14,947 $ 15,134
---------- ----------
Cash and cash equivalents at beginning of year $ 34,213 $ 20,961
---------- ----------
Cash and cash equivalents at end of quarter $ 49,160 $ 36,095
========== ==========
Cash equivalents include amounts due from banks and federal funds
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Cash paid for:
Interest $ 8,062 $ 7,337
Income taxes $ 4,355 $ 1,559
</TABLE>
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
- - --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Earnings for the second quarter were $.73 compared to $.59 a year ago, a
24% increase. A strong spring season on the Cape resulted in good deposit growth
which enhanced earnings, as did control of noninterest expense. Continued growth
in loan volume was also a factor. Earnings for the 1st six months were $1.26
compared to $1.43 last year. Last year's earnings included $.24 per share of a
settlement from a software provider.
Deposits and loans grew 22% and 6%, respectively, over a year ago. Demand and
NOW account deposits continued to grow at an excellent rate of 11%. Residential
mortgage growth also continued as the Bank increased its market share of loan
origination on Cape Cod. We also expanded our borrowings and invested the
proceeds to support earnings.
Capital at quarter end was $79,794,264 and is currently 6.9% of total assets
which exceeded a billion dollars for the first time in the Bank's history,
closing at $1,159,822,319. The loan loss reserve was $11,052,524 or 1.8% of
loans, still well above industry average.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
================================================================================
CAPE COD BANK & TRUST COMPANY
COMPARATIVE BALANCE SHEET, RATES AND SPREAD
JUNE 30, 1997
<TABLE>
<CAPTION>
--------------ACTUAL------------------ ---------------BUDGET---------------
Average Average Average Average
Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
Balance Interest Yield Balance Interest Yield
--------- ---------- -------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
- - --------------
Securities
U.S. Government-CMO 110,991,627 3,655,998 6.61% 60,000,000 1,800,000 6.00%
U.S. Government Agencies 57,645,506 1,796,010 6.28% 75,000,000 2,082,738 5.60%
Other CMO's 56,660,137 1,725,246 6.10% 25,000,000 750,000 6.00%
State & Municipal Agencies 18,267,790 361,239 5.28% 20,000,000 406,630 5.42%
CCB&T Securities 50,335,113 1,606,813 6.43% 49,965,750 1,498,974 6.00%
Other Securities 51,802,362 1,351,770 5.27% 105,399,667 3,061,666 5.81%
------------ ----------- ------------ -----------
Total Investments 345,702,535 10,497,076 6.17% 335,365,417 9,599,997 5.82%
Residential R.E. Loans 143,868,759 5,938,130 8.18% 132,750,000 5,526,217 8.33%
Commerical R.E. Loans 194,627,935 9,185,144 9.52% 192,350,000 9,061,666 9.50%
Commerical Loans 78,913,845 3,848,878 10.01% 72,368,333 3,410,448 9.51%
Commerical R.E. Mg. - Construction 10,689,460 535,238 10.10% 6,927,083 309,591 9.02%
Residential Mortgages - Construction 9,376,870 342,586 7.37% 6,927,083 309,591 9.02%
Non-Rated IRB 2,622,185 89,368 9.79% 3,060,417 121,395 11.40%
Commerical Paper 0 0 0.00% 1,250,000 34,716 5.45%
Consumer Loans 18,964,529 939,324 9.90% 18,968,679 877,395 9.30%
Master Card 11,132,660 684,880 12.30% 12,141,667 752,557 12.50%
------------ ----------- ------------ -----------
Total Loans 470,196,243 21,563,538 9.22% 446,733,252 20,403,596 9.21%
Total Earning Assets 815,888,778 32,060,614 7.93% 782,098,669 30,003,583 7.76%
Total Non-Earning Assets 49,976,046 35,951,505
------------ ----------- ------------ -----------
TOTAL ASSETS 865,874,824 32,060,614 7.46% 818,050,174 30,003,583 7.41%
============ =========== ============ ===========
INTEREST BEARING LIABILITIES
- - ----------------------------
NOW Accounts 94,603,671 903,757 1.93% 90,958,333 911,310 2.02%
Regular Savings 63,078,218 993,598 3.18% 60,200,000 970,290 3.25%
The Cape Codder Account 87,742,770 1,899,496 4.34% 101,000,000 2,228,963 4.45%
Money Market Account 144,495,689 2,791,290 3.90% 150,000,000 2,975,179 4.00%
Other Time Deposits 132,031,141 3,573,103 5.46% 124,332,436 3,453,936 5.60%
------------ ----------- ------------ -----------
Total Interest-bearing Deposits 521,951,489 10,151,244 3.92% 526,490,769 10,539,678 4.04%
Borrowings
FHLB Borrowing 142,208,211 4,130,963 5.86% 96,250,000 2,728,399 5.77%
Other Borrowings 8,595,536 189,252 4.44% 11,000,000 247,450 4.54%
------------ ----------- ------------ -----------
Total Borrowings 150,803,747 4,320,215 5.78% 106,250,000 2,975,849 5.64%
Total Deposits and Borrowings 672,755,236 14,471,459 3.58% 632,740,769 13,515,527 3.49%
DDA Balances 121,006,432 113,916,667
Other Liabilities 3,465,675 4,513,412
Shareholder's Equity 68,647,481 66,879,326
------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY 865,874,824 14,471,459 3.37% 818,050,174 13,515,527 3.34%
============= ----------- -------- ============ ----------- -------
Net Interest Income: 17,589,155 16,488,066
=========== ===========
As a % of Total Earning Assets 4.35% 4.27%
======== =======
As a % of Total Assets 4.09% 4.07%
======== =======
Average Equity to Average Assets 7.93% 8.18%
======== =======
Average Loans/Average Deposit 73.13% 69.76%
-------- -------
<CAPTION>
-----------------VARIANCE----------------
Average Average
Y-T-D Y-T-D Y-T-D
Balance Interest Yield
---------- ------------ ---------
<S> <C> <C> <C>
EARNING ASSETS
- - --------------
Securities
U.S. Government-CMO 50,991,627 1,855,998 0.61%
U.S. Government Agencies (17,354,494) (286,728) 0.68%
Other CMO's 1,660,137 975,246 0.10%
State & Municipal Agencies 1,732,210) (45,391) -0.14%
CCB&T Securities 369,363 107,839 0.43%
Other Securities 3,597,305) (1,709,886) -0.54%
---------- ----------- --------
Total Investments 10,337,118 897,079 1.14%
Residential R.E. Loans 11,118,759 411,913 -0.15%
Commerical R.E. Loans 2,277,935 123,458 0.02%
Commerical Loans 6,555,512 438,430 0.50%
Commerical R.E. Mg. - Construction 3,762,377 225,647 1.08%
Residential Mortgages - Construction
Non-Rated IRB (438,232) (32,037) -1.61%
Commerical Paper (1,250,000) (34,716) -5.45%
Consumer Loans (4,150) 61,929 0.60%
Master Card (1,008,997) (67,677) -0.20%
---------- ----------- --------
Total Loans 21,013,204 1,126,947 -5.21%
Total Earning Assets 33,800,109 2,057,021 0.17%
Total Non-Earning Assets 14,024,541 0 0.00%
---------- ----------- --------
47,824,650 2,057,021 0.05%
TOTAL ASSETS ========== =========== ========
INTEREST BEARING LIABILITIES
- - ---------------------------- 3,645,338 (7,553) -0.09%
NOW Accounts 2,878,216 23,308 -0.07%
Regular Savings (13,257,230) (339,467) -0.11%
The Cape Codder Account (5,504,311) (183,889) -0.10%
Money Market Account 7,698,705 119,167 -0.14%
Other Time Deposits ---------- ----------- --------
Total Interest-bearing Deposits (4,539,280) (388,434) -0.51%
Borrowings
FHLB Borrowing 46,958,211 1,402,564 0.09%
Other Borrowings (2,404,464) (58,198) -0.10%
---------- ----------- --------
Total Borrowings 44,553,747 1,344,366 -0.01%
Total Deposits and Borrowings 40,014,467 955,932 0.09%
DDA Balances 7,089,765 0 0.00%
Other Liabilities (1,047,737) 0 0.00%
Shareholder's Equity 1,768,166 0 0.00%
---------- ----------- --------
TOTAL LIABILITIES AND
SHAREHOLDER EQUITY 47,824,650 955,932 0.03%
========== =========== ========
Net Interest Income: 1,101,089
===========
As a % of Total Earning Assets 0.08%
========
As a % of Total Assets
Average Equity to Average Assets -0.25%
========
Average Loans/Average Deposit 3.37%
========
</TABLE>
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
- - --------------------------------------------------------------------------------
CAPE COD BANK & TRUST COMPANY
COMPARATIVE BALANCE SHEET, RATES AND SPREAD
FOR THE PERIOD ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
--------------1998 ACTUAL-------------- --------------1998 BUDGET------------- 1997
($OOO THOUSANDS) AVE. AVE. AVE. AVE. AVE.
Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
BALANCE INTEREST YIELD BALANCE INTEREST YIELD BALANCE
----------- ------------ --------- --------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS ASSETS
- - ---------------
Securities
Mortgage-Backed Securities $ 7,865 $ 242 6.15% $ 0 $ 0 0.00% $ 0
U.S. Government-CMO 109,953 3,205 5.85% 63,333 1,979 6.25% 110,992
U.S. Government Agencies 47,514 1,311 5.52% 75,000 2,176 5.85% 57,646
Other CMO's 45,473 1,325 5.83% 26,250 820 6.25% 56,660
State & Municipal Agencies 17,127 374 5.83% 19,833 403 5.42% 18,268
CCB&T Securities 60,848 1,808 5.98% 49,966 1,561 6.25% 50,335
Other Securities 89,179 2,490 5.57% 118,690 3,620 6.10% 51,802
----------- ------------ --------- --------- ------------ --------- ----------
Total Investments 377,959 10,755 5.77% 353,072 10,559 6.07% 345,703
Residential R.E. Loans 228,471 8,361 7.32% 223,500 8,828 7.90% 143,869
Commercial R.E. Loans 204,157 9,649 9.56% 202,571 9,405 9.36% 194,627
Commercial Loans 77,078 3,799 9.94% 72,778 3,520 9.75% 77,500
Commercial R.E. Mtg. - Constr. 11,964 543 9.14% 11,142 525 9.50% 10,689
Residential Mortgages - Constr. 28,242 906 6.47% 18,858 631 6.75% 9,377
Non-Rated IRB 1,781 73 11.85% 1,814 74 11.75% 2,622
Commercial Paper 0 0 0.00% 0 0 0.00% 0
Consumer Loans 14,304 687 9.31% 15,000 744 10.00% 18,965
Master Card 0 0 0.00% 0 0 0.00% 11,133
Overdrafts 1,567 0 0.00% 0 0 0.00% 1,414
----------- ------------ --------- --------- ------------ --------- ----------
Total Loans 567,564 24,018 8.53% 545,663 23,727 8.75% 470,196
Total Earning Assets 945,523 34,773 7.42% 898,735 34,286 7.70% 815,899
Total Non-Earning Assets 46,309 41,379 49,976
----------- ------------ --------- --------- ------------ --------- ----------
TOTAL ASSETS $ 991,832 $ 34,773 7.07% $ 940,114 $ 34,286 7.36% $ 865,875
=========== ============ ========= ========= ============ ========= ==========
INTEREST BEARING LIABILITIES
- - ----------------------------
NOW Accounts $ 103,379 $ 720 1.40% $ 104,667 $ 1,049 2.02% $ 94,604
Regular Savings 66,510 824 2.50% 70,333 1,046 3.00% 63,078
The Cape Codder Account 92,085 1,874 4.10% 89,667 1,978 4.45% 87,743
Money Market Account 145,832 2,600 3.60% 145,000 2,876 4.00% 144,496
Other Time Deposits 150,734 4,065 5.44% 153,750 4,276 5.61% 132,031
----------- ------------ --------- --------- ------------ --------- ----------
Total Interest-bearing Deposits 558,540 10,083 3.64% 563,417 11,225 4.02% 521,952
Borrowings
FHLB Borrowing 203,035 5,993 5.95% 153,507 4,526 5.95% 142,208
Other Borrowings 11,131 270 4.90% 11,667 274 4.73% 8,596
----------- ------------ --------- --------- ------------ --------- ----------
Total Borrowings 214,166 6,263 5.90% 165,174 4,800 5.86% 150,804
Total Deposits and Borrowings 772,706 16,346 3.49% 728,591 16,025 3.60% 672,756
DDA Balances 136,726 128,667 121,006
Other Liabilities 5,313 5,998 3,466
Shareholder's Equity 77,087 76,858 6?,647
----------- --------- ----------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY $ 991,832 16,346 3.32% $ 940,114 16,025 3.44% $ 865,875
=========== ============ ========= ========= ============ ========= ==========
Net Interest Income: $ 18,427 $ 18,261
============ ============
As a % of Total Earning Assets 3.93% 4.10% 4.35%
=========== ========= ==========
As a % of Total Assets 3.7?% 3.92% 4.09%
=========== ========= ==========
Average Equity to Average Assets 7.77% 8.18% 7.93%
=========== ========= ==========
Average Loans/Average Deposit 81.63% 73.84% 73.13%
=========== ========= ==========
Book Value $ 17.48 $ 17.43 $ 15.66
Market Price $ 40.63 $ 0.00 $ 28.50
Annual Dividend Rate $ 0.96 $ 1.00 $ 0.84
Dividend Yield 2.36% 0.00% 2.95%
</TABLE>
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
- - --------------------------------------------------------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Bank is not involved in any material pending legal proceedings.
Item 2. Changes in Securities.
There have been no changes in securities of the Bank during the period
covered by this report.
Item 3. Defaults upon Senior Securities.
There have been no defaults upon senior securities.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to security holders during the period
covered by this report.
Item 5. Other Information.
There is nothing to report under this item.
Item 6. Exhibits and Reports on form 8-K.
(A) Exhibits
None.
(B) Reports on Form 8-K.
One report on Form 8-K has been filed.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
June 30, 1998
- - --------------------------------------------------------------------------------
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.
(Registrant) Cape Cod Bank and Trust Company
--------------------------------------------------------------------
By (Signature and Title)* /s/ Noal D. Reid
_______________________________________________________
Noal D. Reid, Chief Financial Officer and Treasurer
Date August 10, 1998
____________________________________________________________________________
By (Signature and Title)* /s/ Daniel G. Barrie
_______________________________________________________
Daniel G. Barrie, Controller and Assistant Treasurer
Date August 10, 1998
____________________________________________________________________________
<PAGE>
EXHIBIT 99.4
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CAPE COD BANK & TRUST COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
<PAGE>
CAPE COD BANK AND TRUST COMPANY
307 MAIN STREET
HYANNIS, MASSACHUSETTS 02601
(508) 394-1300
November 6, 1998
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the
"Special Meeting") of Cape Cod Bank and Trust Company (the "Bank") to be held on
Friday, December 4, 1998 at the Sheraton Hyannis Resort, West End Circle,
Hyannis, Massachusetts, 02601 at 10 a.m., local time.
At the Special Meeting, you are being asked to approve a Plan of
Reorganization and Acquisition dated as of October 8, 1998, between the Bank and
CCBT Bancorp, Inc. ("Bancorp") under which Bancorp will become the holding
company for the Bank and each outstanding share of common stock of the Bank will
be converted into one share of common stock of Bancorp. At the Special Meeting,
you will also be asked to vote upon such other business as may properly come
before the meeting or any adjournments or postponements thereof.
The Board of Directors of the Bank unanimously recommends that stockholders
vote FOR approval and adoption of the foregoing Reorganization proposal.
On behalf of the management and directors of the Bank, I am pleased to be
able to send you the enclosed Proxy Statement which includes information about
the Bank and Bancorp and details about the proposed Reorganization. I urge you
to read these materials carefully.
Sincerely,
/s/ Stephen B. Lawson
STEPHEN B. LAWSON
President and Chief Executive Officer
REGARDLESS OF THE NUMBER OF SHARES YOU MAY OWN, IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED AT THE SPECIAL MEETING. ACCORDINGLY, PLEASE PROMPTLY SIGN
AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO
ATTEND THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN
PERSON WHETHER OR NOT YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
CAPE COD BANK AND TRUST COMPANY
307 MAIN STREET
HYANNIS, MASSACHUSETTS 02601
(508) 394-1300
___________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 4, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of Cape
Cod Bank and Trust Company (the "Bank"), will be held on Friday, December 4,
1998, at the Sheraton Hyannis Resort, West End Circle, Hyannis, Massachusetts,
02601 at 10 a.m., local time (together with all adjournments and postponements
thereof, the "Special Meeting") for the following purposes:
1. To consider and vote upon the formation of a holding company by
the approval of a Plan of Reorganization and Acquisition between the Bank
and CCBT Bancorp, Inc. ("Bancorp") under which Bancorp will become the
holding company for the Bank and each outstanding share of common stock of
the Bank will be converted into one share of common stock of Bancorp.
2. To transact such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof.
The Board of Directors of the Bank has fixed the close of business on
October 19, 1998 as the record date (the "Record Date") for determination of
stockholders entitled to notice of and to vote at the Special Meeting and any
adjournments or postponements thereof. The affirmative vote of the holders of
662/3% of the outstanding common stock of the Bank is required for the approval
of the Plan of Reorganization.
Any holder of Bank common stock (i) who files with the Bank before the
taking of the vote on the approval of the Plan of Reorganization written
objection to the Plan of Reorganization, stating that he or she intends to
demand payment for his shares if the Reorganization is consummated, and (ii)
whose shares are not voted in favor of the Plan of Reorganization, has or may
have the right to demand in writing from the Bank, within 20 days after the date
of mailing to him or her of notice in writing that the Reorganization has become
effective, payment for his or her shares and an appraisal of the value thereof.
The Bank and any such stockholder shall follow the procedures set forth in
Sections 86 to 98, inclusive, of Chapter 156B of the General Laws of
Massachusetts. See "Voting, Revocation, and Solicitation of Proxies __ Appraisal
Rights of Dissenting Stockholders" in the accompanying Proxy Statement for a
description of procedures to be followed to exercise such rights. A copy of
certain provisions of the General Laws of Massachusetts relating to the rights
of dissenting stockholders is attached as Exhibit B to the accompanying Proxy
Statement.
The above matters are described in detail in the accompanying Proxy
Statement.
DIRECTIONS TO THE SPECIAL MEETING: Go west to the end of Main Street,
Hyannis, to the Rotary. Take the third right off the Rotary, just past the
Paddock Restaurant. The Sheraton Hyannis Resort will be on the left.
By Order of the Board of Directors,
/s/ John S. Burnett
JOHN S. BURNETT
Secretary
Hyannis, Massachusetts
November 6, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE
COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ATTEND THE SPECIAL MEETING AND DESIRE TO WITHDRAW YOUR PROXY AND VOTE IN PERSON,
YOU MAY DO SO.
<PAGE>
CAPE COD BANK AND TRUST COMPANY
307 Main Street
Hyannis, Massachusetts 02601
(508) 394-1300
_________________________
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To Be Held on December 4, 1998
SUMMARY
FORMATION OF HOLDING COMPANY
On October 8, 1998, the Board of Directors of Cape Cod Bank and Trust
Company (the "Bank"), unanimously voted to form a bank holding company for the
Bank by approving the Plan of Reorganization and Acquisition (the "Plan") by
which CCBT Bancorp, Inc. ("Bancorp"), a recently formed Massachusetts
corporation, will become the holding company for the Bank, and each share of
common stock of the Bank will be exchanged for one share of common stock of
Bancorp, subject to appraisal rights of dissenting stockholders. See "Voting,
Revocation and Solicitation of Proxies - Appraisal Rights of Dissenting
Stockholders." Management of the Bank believes that the holding company
structure will provide many advantages to the Bank, and will seek stockholder
approval of the Plan at the Special Meeting. See "Formation of Holding Company -
Reasons for the Reorganization."
The following are some of the issues that you should consider in relation
to the Plan; however this summary does not purport to be complete, and you
should read the Proxy Statement in its entirety:
. Rights of Stockholders. As a result of the holding company formation,
stockholders of the Bank, whose rights are presently governed by
Massachusetts banking law, will become stockholders of Bancorp, a
Massachusetts corporation, and their rights will be governed by
Massachusetts corporate law. Certain differences arise from this
change in governing law, but the Bank believes that such differences
are not material. See "Comparison of Rights of Holders of Bank Common
Stock and Bancorp Common Stock."
. Regulation. The Bank is subject to regulation and supervision by the
Commissioner of Banks and the FDIC and will continue to be subject to
such regulation after formation of the holding company. Bancorp will
be subject to regulation and supervision by the Federal Reserve Board
under the Bank Holding Company Act. Shares of stock of Bancorp will be
subject to the registration and reporting requirements of the
Securities and Exchange Commission (the "SEC"). See "Supervision and
Regulation."
. Control By Management and Board of Directors. The Board of Directors
of the Bank unanimously approved the formation of the holding company.
The initial Board of Directors of Bancorp will consist of 6 of the 14
persons currently serving on the Board of the Bank. As a result of the
smaller size of the Board of Directors of the holding company, control
of board actions will be concentrated in fewer persons. As of October
19, 1998, directors and officers of the Bank, together with their
affiliates, owned as a group 3.91% of the total amount of shares
outstanding and entitled to vote. See "Voting, Revocation and
Solicitation of Proxies - Votes Required at the Meeting" and
"Formation of Holding Company -Description of the Plan of
Reorganization and Acquisition."
. Expenses. The total expenses of the holding company formation are
estimated to be $100,000. These costs include legal fees, printing and
mailing costs, and costs of soliciting proxies. If the holding company
structure is not consummated, such costs will be paid by the Bank. See
"Voting, Revocation and Solicitation of Proxies - Solicitation and
Other Expenses" and "Holding Company Formation -Conditions to
Reorganization."
THESE MATERIALS CONSTITUTE AN OFFERING OF SECURITIES BY CCBT BANCORP, INC.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER
GOVERNMENT AGENCY OR COMPANY. THE SECURITIES ARE SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL INVESTED.
<PAGE>
AVAILABLE INFORMATION
The Bank is exempt from filing reports with the SEC under the Securities
Exchange Act of 1934; however, it files similar reports with the FDIC. Copies of
the Bank's 1997 Proxy Statement and copies of the Bank's Form 10-K for the year
ended December 31, 1997 and Form 10-Q for the quarter ended June 30, 1998, as
filed with the FDIC, are available upon request, without charge, from the Bank.
Such requests should be directed to: John S. Burnett, Secretary, Cape Cod Bank
and Trust Company, 307 Main Street, Hyannis, Massachusetts 02601, telephone
number (508) 394-1300. Such filings may also be obtained by calling the public
files office of the FDIC's Registration, Disclosure and Securities Operations
Unit at (202) 898-8913 or by faxing your request to such office at (202) 898-
3909. Following the holding company formation, Bancorp will file reports under
the Securities Exchange Act of 1934 with the SEC rather than with the FDIC.
2
<PAGE>
VOTING, REVOCATION AND SOLICITATION OF PROXIES
SPECIAL MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Bank for use at the Special Meeting of
Stockholders of the Bank to be held at the Sheraton Hyannis Resort, West End
Circle, Hyannis, Massachusetts, 02601 at 10 a.m., local time, on Friday,
December 4, 1998, and any adjournments or postponements thereof, for the
purposes set forth in this Proxy Statement.
At the Special Meeting, stockholders of the Bank will be asked to consider
and vote upon the following matters:
1. To consider and vote upon the formation of a holding company for the
Bank by approval of the Plan of Reorganization and Acquisition, dated
as of October 8, 1998 (the "Plan") between the Bank and CCBT Bancorp,
Inc. ("Bancorp"), a newly-formed Massachusetts corporation organized
at the direction of the Bank, and each of the transactions
contemplated thereby, pursuant to which the Bank will become a wholly
owned subsidiary of Bancorp, and each issued and outstanding share of
common stock of the Bank, other than shares held by stockholders, if
any, exercising dissenters' rights, will be converted into and
exchanged for one share of common stock of Bancorp (the
"Reorganization"). A copy of the Plan is attached as Exhibit A to the
accompanying Proxy Statement; and
2. To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.
RECORD DATE
The Board of Directors of the Bank has fixed the close of business on
October 19, 1998 as the Record Date. Only the holders of shares of Bank common
stock of record at the close of business on the Record Date will be entitled to
notice of and to vote at the Special Meeting and any adjournments or
postponements thereof. At the Record Date, 9,061,064 shares of Bank common stock
were outstanding and entitled to vote. The presence in person or by proxy of the
holders of a majority of the issued and outstanding shares of Bank common stock
entitled to vote is required to constitute a quorum at the Special Meeting.
PROXIES, VOTING AND REVOCATIONS
Shares represented by a properly executed proxy received prior to the vote
at the Special Meeting and not revoked will be voted at the Special Meeting as
directed in the proxy. IF A PROXY IS SUBMITTED AND NO DIRECTIONS ARE GIVEN, THE
PROXY WILL BE VOTED FOR THE APPROVAL AND ADOPTION OF THE PROPOSALS TO BE
CONSIDERED AT THE SPECIAL MEETING.
The Bank intends to count (i) shares of Bank common stock for which
proxies or ballots have been received but with respect to which holders of
shares have abstained on any matter and (ii) broker non-votes as present for
purposes of determining the presence or absence of a quorum for the transaction
of business.
The persons named as proxies by stockholders may propose and vote for one
or more adjournments or postponements of the Special Meeting to permit further
solicitation of proxies in favor of the proposals to be considered at the
Special Meeting.
A holder of record of Bank common stock may revoke a proxy by filing an
instrument of revocation with John S. Burnett, Secretary of the Bank, 307 Main
Street, Hyannis, Massachusetts 02601. Such stockholder may also revoke a proxy
by filing a duly executed proxy bearing a later date, or by appearing at the
Special Meeting in person, notifying the Secretary, and voting by ballot at the
Special Meeting. Any stockholder of record attending the Special Meeting may
vote in person whether or not a proxy has been previously given, but the mere
presence (without notifying the Secretary) of a stockholder at the Special
Meeting will not constitute revocation of a previously given proxy.
VOTES REQUIRED AT THE MEETING
The affirmative vote of the holders of at least 66 2/3% of the outstanding
shares of Bank common stock entitled to vote is required to approve and adopt
the Plan. Stockholders of the Bank are entitled to one vote at the Special
Meeting for each share of Bank common stock held of record at the close of
business on the Record Date. At the close of business on the Record Date,
9,061,064 shares of Bank common stock were outstanding and entitled to vote, of
which approximately 354,112 shares, or approximately 3.91%, were held by
directors and executive officers of the Bank and their respective affiliates. In
addition, one of the directors of the Bank is a beneficiary of the Abel D.
Makepeace Trust
3
<PAGE>
which, together with its trustees, holds approximately 10.4% of outstanding Bank
common stock. Such director disclaims any voting or investment power for such
shares held by the trust.
APPRAISAL RIGHTS OF DISSENTING STOCKHOLDERS
Any holder of Bank common stock who objects to the Plan and intends to
assert dissenters' rights must follow the procedure set forth in Sections 86 to
98, inclusive, of Chapter 156B of the General Laws of Massachusetts. A brief
summary of the applicable sections of the General Laws of Massachusetts is set
forth below. However, this summary does not purport to be a complete statement
of the procedures to be followed by stockholders desiring to exercise their
rights to dissent from the Reorganization and is qualified in its entirety be
reference to such sections which are included in the accompanying Proxy
Statement as Exhibit B.
Any holder of Bank common stock intending to exercise dissenters' right to
receive payment for his shares must file with the Bank, before the Special
Meeting or at the Special Meeting but before the vote on the Plan, written
objection stating that he intends to demand payment for his shares if the Plan
is consummated, and such holder must not vote in favor of the Plan at the
Special Meeting. Within 10 days after the Reorganization becomes effective, the
Bank will give written notice of such effectiveness by registered or certified
mail to each holder of Bank common stock who filed such written objection and
who did not vote in favor of the Plan. Such written notice of effectiveness will
be addressed to the stockholder at his last known address as it appears in the
stock record books of the Bank. Within 20 days after the mailing of such notice,
any holder of Bank common stock to whom the Bank was required to give such
notice may make written demand for payment for his shares from the Bank and, in
such event, the Bank will be required to pay to him the fair value of his shares
within 30 days after the expiration of the period during which such demand may
be made. If during such 30-day period the Bank and the dissenting stockholder
fail to agree as to the fair value of such shares, the Bank or such stockholder
may, within four months after such 30-day period, have the fair value of the
stock of all dissenting stockholders determined by judicial proceeding by filing
a bill in equity in the Superior Court in Barnstable County, Massachusetts. For
the purposes of any such Superior Court determination, the value of the shares
of the Bank is to be determined as of the day preceding the date of the vote of
the stockholders approving the Plan and shall be exclusive of any element of
value arising from the expectation of accomplishment of the Reorganization. Upon
making such written demand for payment, the dissenting stockholder will not
thereafter be entitled to receive notices of meetings of stockholders, to vote,
or to receive dividends, unless no suit is filed within four months to determine
the value of the stock, any such suit is dismissed as to that stockholder, or
the stockholder withdraws his objection in writing with the written approval of
the Bank.
The enforcement by a dissenting stockholder of his right to receive
payment for his Bank common stock in the manner provided by Sections 86 through
98 of Chapter 156B of the General Laws of Massachusetts will be his exclusive
remedy, except that a stockholder shall not be precluded from bringing or
maintaining an appropriate proceeding to obtain relief on the ground that
consummation of the Reorganization will be or is illegal or fraudulent as to
him.
FEDERAL TAX CONSEQUENCES OF DISSENTING STOCKHOLDERS
The receipt of cash by dissenting stockholders in payment for their stock
will result in taxable gain or loss for such stockholders. THE TAX TREATMENT OF
SUCH GAIN OR LOSS MAY VARY WITH THE PARTICULAR CIRCUMSTANCES OF EACH DISSENTING
STOCKHOLDER. STOCKHOLDERS ARE URGED TO REVIEW THEIR TAX STATUS WITH THEIR
PERSONAL TAX ADVISORS. See "Formation of Holding Company -Federal Income Tax
Consequences."
SOLICITATION AND OTHER EXPENSES
The Bank will bear the cost of soliciting proxies from its stockholders,
including mailing costs and printing costs in connection with this Proxy
Statement. In addition to the use of the mails, proxies may be solicited by the
directors, officers and certain employees of the Bank, and by personal
interview, telephone or telegram. Such directors, officers and employees will
not receive additional compensation for such solicitation but may be reimbursed
for reasonable out-of-pocket expenses incurred in connection therewith. In
addition, the Bank has retained Morrow & Co. to assist in soliciting proxies for
the Special Meeting at a fee estimated to be approximately $7,500 plus out-of-
pocket expenses. The Bank may also make arrangements with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of Bank common stock. The Bank may reimburse
such custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred in connection therewith. The total expenses of the holding company
formation are estimated to be $100,000.
4
<PAGE>
PROPOSAL ONE
FORMATION OF HOLDING COMPANY
The following descriptions are qualified in their entirety by reference
and made subject to the Plan of Reorganization and Acquisition attached hereto
as Exhibit A, certain provisions of the General Laws of Massachusetts relating
to the rights of dissenting stockholders attached hereto as Exhibit B, the form
of Articles of Organization of Bancorp attached hereto as Exhibit C, and the
form of By-laws of Bancorp attached hereto as Exhibit D.
DESCRIPTION OF THE PLAN OF REORGANIZATION AND ACQUISITION
Bancorp has been organized as a Massachusetts corporation at the direction
of the Bank for the purpose of becoming the holding company of the Bank. Bancorp
and the Bank have entered into the Plan of Reorganization and Acquisition (the
"Plan"), which provides, subject to the exercise of dissenters' rights, for the
acquisition of all the outstanding shares of Bank common stock by Bancorp in
exchange for an equal number of shares of Bancorp common stock (the
"Reorganization") pursuant to the provisions of Section 26B of Chapter 172 of
the General Laws of Massachusetts.
After consummation of the Reorganization, the Bank, as a subsidiary of
Bancorp, will continue to serve the communities it presently serves from its
existing office locations. The assets, property, rights and powers, debts,
liabilities, obligations and duties of the Bank will not be changed by the
Reorganization, except for the proposed initial transfer, subject to applicable
law and any agreements of the Bank with regulatory agencies, of up to
approximately $5 million from the Bank to Bancorp. See "Supervision and
Regulation." The Cape Cod Bank and Trust Company 1997 Stock Option Plan (the
"Option Plan") will become a plan of Bancorp. All other stock-related benefit
plans of the Bank will be unchanged by the Reorganization, except that any plan
which refers to Bank common stock, such as the Cape Cod Bank and Trust Company
Employee Stock Ownership Plan and Trust, will, following the completion of the
Reorganization, be deemed to refer instead to Bancorp common stock. The
Directors, officers and other employees of the Bank will be unchanged by the
Reorganization. The Board of Directors of Bancorp will initially consist of six
of the fourteen persons currently serving as members of the Board of Directors
of the Bank, as follows: Stephen B. Lawson, John F. Aylmer, Palmer Davenport,
George D. Denmark, John Otis Drew, and William C. Snow. Background information
about these board members is contained in the Bank's 1997 Annual Report. Because
there are fewer board members of Bancorp than of the Bank, control of Bancorp's
Board of Directors will be more concentrated after the holding company
formation. The President and Chief Executive Officer, Chief Financial Officer
and the Secretary of the Bank will initially be the persons serving as the
executive officers of Bancorp.
Under the Plan, Bancorp will become the owner of all the outstanding
shares of the Bank common stock, and each stockholder of the Bank who does not
exercise dissenters' rights with respect to the Plan will become the owner of
one share of Bancorp common stock for each share of Bank common stock held
immediately prior to the consummation of the Reorganization. On the effective
date of the Reorganization, each share of Bank common stock will be
automatically converted into and exchanged for one share of Bancorp common
stock. The Reorganization will become effective at 12:01 a.m. on the business
day following the date on which the Bank and Bancorp advise the Massachusetts
Commissioner of Banks (the "Commissioner" or the "Commissioner of Banks") in
writing that all the conditions precedent to the effectiveness of the
Reorganization have been satisfied and that the Plan has not been abandoned by
the Bank or Bancorp. As a condition to the consummation of the Reorganization,
Bancorp and the Bank must receive certain regulatory approvals. See "Conditions
of the Reorganization." Neither Bancorp nor the Bank can predict with any
certainty whether such approvals on terms satisfactory to Bancorp and the Bank
will be obtained, and, if so, the timing of such approvals. Accordingly, the
consummation of the Reorganization may be subject to delay, which may, under
certain circumstances, be significant. If the stockholders approve the Plan at
the Special Meeting, Bancorp and the Bank shall have the right to consummate the
Reorganization at any time thereafter.
The number of shares of Bancorp common stock to be issued at the effective
time of the Reorganization will equal the number of shares of Bank common stock
issued and outstanding immediately prior thereto, less the number of shares of
Bank common stock held by dissenting stockholders, if any. Shares of Bancorp
common stock that would have been issued had dissenting stockholders not
dissented will remain as authorized but unissued shares of Bancorp common stock.
The shares of Bancorp common stock that are outstanding prior to the effective
time of the Reorganization, all of which are presently held by the Bank, will be
canceled as part of the Reorganization.
The outstanding stock certificates of Bank common stock that, prior to the
Reorganization, represented shares of Bank common stock, will thereafter for all
purposes represent an equal number of shares of Bancorp common stock, except for
certificates held by dissenting stockholders and as further described below.
After the effective time of the Reorganization, Bancorp and the Bank will notify
stockholders by mail at their addresses as shown on the Bank's records and by
publication that they may present their certificates to the transfer agent (the
"Transfer Agent") for
5
<PAGE>
exchange. However, stockholders need not surrender stock certificates
representing Bank common stock to the Transfer Agent in exchange for new
certificates representing Bancorp common stock. The Transfer Agent will treat
certificates of Bank common stock as representing, for all purposes, an equal
number of shares of Bancorp common stock, and the holders of those certificates,
other than those holders exercising dissenters' rights, will have all of the
rights of stockholders of Bancorp.
REASONS FOR THE REORGANIZATION
The Board of Directors of the Bank believes that a holding company
structure will provide flexibility for meeting the future financial needs of the
Bank or other subsidiaries of Bancorp and responding to competitive conditions
in the financial services market. As a bank holding company, Bancorp will not be
subject to the same regulatory restrictions as the Bank and will be able to
acquire and invest more freely in certain bank and bank-related activities such
as owning a separately chartered savings and loan association and engaging in a
wider range of lending and securities investment and underwriting activities
through subsidiaries of the holding company. Bancorp will not be subject to the
same regulatory limitations on the amounts which it can invest in its
subsidiaries and other businesses, will have the ability to augment capital of
the Bank by the incurrence of debt at the holding company level and will not be
required to obtain regulatory approval before issuing shares of its capital
stock, except under certain circumstances. Moreover, although the Bank is
allowed to effect stock repurchases under state law, such repurchases by the
Bank would be subject to regulatory approval under federal and Massachusetts
banking laws while stock repurchases by Bancorp would not require state or
federal approval, except in limited circumstances. See "Supervision and
Regulation."
The holding company structure may also facilitate the acquisition of other
banks as well as other companies engaged in bank-related activities if and when
opportunities arise. A holding company structure would permit an acquired entity
to operate on a more autonomous basis as a wholly-owned subsidiary of Bancorp
than it would as a division of the Bank. For example, the acquired institution
could retain its own directors, officers, corporate name and local identity.
This more autonomous operation may provide Bancorp with an advantage in certain
acquisition negotiations. While the Bank, from time to time, may explore various
acquisition possibilities, there are no current agreements or understandings for
the acquisition of any financial institution or other company and there are no
assurances that any such acquisitions will occur.
Further, the holding company structure will allow for the flexibility to
acquire and operate any non-banking businesses as separate entities at the
discretion of management. As separate entities, such businesses may attain
marketing advantages as well as greater flexibility with respect to compensation
and other management matters. Thus, the Reorganization is expected to broaden
the scope of services which may be offered to the public. Bancorp currently has
not developed specific business plans with respect to such activities nor are
there any current agreements or understandings with respect to any investments
or the issuance of any additional shares of capital stock by either the Bank or
Bancorp, except pursuant to options granted under the Option Plan.
On the other hand, there may be advantages to conducting certain
businesses within the Bank or as subsidiaries of the Bank. These would include
ease of funding certain subsidiary activities (compared to more restrictive
requirements for intercompany transactions between affiliates of holding
companies) and less restrictive legal limits with respect to certain types of
business such as insurance. In addition, some increased costs, including
administrative expenses, will be incurred in the formation and operation of
Bancorp. However, such increased costs are not expected to have a material
adverse effect on the consolidated financial results of Bancorp and the Bank.
FINANCIAL RESOURCES OF BANCORP
In connection with the Reorganization, the Bank currently intends, subject
to applicable law and any agreements of the Bank with regulatory agencies, to
transfer up to approximately $5 million to Bancorp. The actual amount of funds
which may be transferred, however, is subject to change and may be greater or
less than this amount, depending on a number of factors, including Bancorp's and
the Bank's future financial requirements and applicable regulatory restrictions.
A transfer of $5 million to Bancorp would reduce the Bank's stockholders'
equity as of June 30, 1998, to approximately $74,794,264. If such a transfer to
Bancorp had been made on June 30, 1998, the leverage, Tier I capital, and risk-
asset capital ratios of the Bank would have been approximately 7.30%, 10.64% and
11.88%, respectively.
6
<PAGE>
Below are the pro forma capital ratios for the Bank before and after the
Reorganization, as of June 30, 1998.
CAPE COD BANK AND TRUST COMPANY
PRO FORMA CAPITAL RATIOS
JUNE 30, 1998
<TABLE>
<CAPTION>
Bank Bank
Pre-Holding Company Post-Formation*
------------------- ---------------
<S> <C> <C>
ADJUSTED RISK WEIGHTED ASSETS
Risk Asset Ratio 12.60% 11.88%
(Well-capitalized minimum 10%)
Leverage Ratio 7.75% 7.30%
(Well-capitalized minimum 5%)
Tier 1 Capital Ratio 11.36% 10.64%
(Well-capitalized minimum 6%)
</TABLE>
* Reflects contribution of $5 million in investment securities to Bancorp.
The $5 million initial transfer to Bancorp is anticipated to enable
Bancorp, as market conditions warrant, to engage in general corporate
activities, such as funding of regular quarterly dividends and stock
repurchases, and also to establish non-bank subsidiaries to engage in new
activities without having to rely solely on new dividends from the Bank to
support those activities. However, although it is contemplated that regular
quarterly dividends will occur after Bancorp is the holding company of the Bank,
no definite plans exist at this time as to any other of the corporate activities
described above. It should also be noted, however, that bank holding companies
such as Bancorp have a much more extensive array of permissible investments than
banks such as the Bank. Of course, any contribution to Bancorp would be subject
to receipt of all necessary federal and state bank regulatory approvals.
Additional financial resources may be available to Bancorp in the future
through borrowings, debt or equity financings, or dividends from the Bank, other
acquired entities or new businesses. In addition, the Bank may lend amounts to
Bancorp both prior to the effective time of the Reorganization and thereafter,
subject to certain restrictions on transactions with insured bank affiliates
under the Federal Reserve Act. There can be no assurance, however, as to the
amount of additional financial resources which will be available to Bancorp.
7
<PAGE>
CAPITALIZATION
The following table sets forth (i) the consolidated capitalization of the
Bank as of June 30, 1998; (ii) the pro forma consolidated capitalization of the
Bank as of June 30, 1998 after giving effect to the Reorganization (which
reflects the proposed transfer of up to $5 million from the Bank's undivided
profits to Bancorp), and (iii) the pro forma capitalization of Bancorp on a
consolidated basis after giving effect to the Reorganization. The pro forma
consolidated capitalization of Bancorp as of June 30, 1998 will be the same as
the consolidated capitalization of the Bank as of that date. However, the pro
forma capitalization of the Bank is changed as a result of the $5 million
proposed transfer by the Bank to Bancorp.
CAPE COD BANK AND TRUST COMPANY
STATEMENTS OF CONDITION
AS OF JUNE 30, 1998
<TABLE>
<CAPTION>
ASSETS BANK BANK BANCORP
- - ------ (ACTUAL (PRO FORMA (PRO FORMA
CONSOLIDATED) CONSOLIDATED) CONSOLIDATED)
------------- ------------- -------------
<S> <C> <C> <C>
Cash and due from banks $ 46,462,003 $ 46,462,003 $ 46,462,003
Investment securities 484,126,375 479,126,375 (1) 484,126,375
Total Loans 611,162,319 611,162,319 611,162,319
Less: Reserve for loan losses (11,052,524) (11,052,524) (11,052,524)
-------------- -------------- --------------
Net loans 600,109,795 60,109,795 600,109,795
Bank Premises and equipment 12,511,943 12,511,943 12,511,943
Other assets 16,612,203 16,612,203 16,612,203
-------------- -------------- --------------
Total Assets $1,159,822,319 $1,154,822,319 $1,159,822,319
============== ============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
Demand deposits 156,456,195 156,456,195 156,456,195
NOW account deposits 108,184,491 108,184,491 108,184,491
Money Market accounts deposits 144,975,871 144,975,871 144,975,871
Other savings 158,867,393 158,867,393 158,867,393
Certificates of deposit of
$100,000 or more 27,674,878 27,674,878 27,674,878
Other time deposits 121,024,948 21,024,948 121,024,948
-------------- -------------- --------------
Total Deposits 717,183,776 717,183,776 717,183,776
Borrowing from the Federal Home Loan Bank 336,014,378 336,014,378 336,014,378
Other short-term borrowings 18,857,045 18,857,045 18,857,045
Other liabilities 7,972,855 7,972,855 7,972,855
-------------- -------------- --------------
Total Liabilities 1,080,028,055 1,080,028,055 1,080,028,055
Stockholders' equity-Common stock
Capital Stock (2) 22,652,660 22,652,660 9,061,064 (3)
Surplus 13,903,294 13,903,294 27,494,890 (3)
Undivided profits 42,227,025 37,227,025 42,227,025
Unrealized gain on securities
available for sale 1,011,285 1,011,285 1,011,285
-------------- -------------- --------------
Total stockholders' equity 79,794,264 74,794,264 79,794,264
-------------- -------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $1,159,822,319 $1,154,822,319 $1,159,822,319
============== ============== ==============
</TABLE>
(1) Reduction reflects contribution of $5 million in investment securities to
Bancorp.
(2) Reflects 2-for-1 stock split effected as a stock dividend during August,
1998.
(3) Reflects difference in par value of the Bank's common stock ($2.50 par) and
Bancorp's common stock ($1.00 par).
8
<PAGE>
CONDITIONS OF THE REORGANIZATION
The Plan provides that it shall not become effective, and thus the
Reorganization will not occur, until all of the following first shall have
occurred: (i) the Plan shall have been approved by a vote of the holders of
662/3% of the outstanding common stock of the Bank; (ii) the Plan shall have
been approved by the Commissioner of Banks under Section 26B of Chapter 172 of
the General Laws of Massachusetts; (iii) any approval, consent, waiver, or
confirmation of no objection required by the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board") shall have been received and any
waiting period imposed by applicable law shall have expired; (iv) the Bank and
Bancorp shall have received a favorable opinion from counsel concerning the
federal income tax consequences of the Reorganization; (v) Bancorp common stock
to be issued in exchange for Bank common stock shall have been registered or
qualified, if necessary, for issuance under applicable federal and state
securities laws; and (vi) the Bank and Bancorp shall have obtained all other
necessary consents or approvals required for the holding company formation.
The Bank intends to file an application with the Commissioner of Banks to
obtain approval of the Plan under Section 26B of Chapter 172 of the General Laws
of Massachusetts after the date of this Proxy Statement. The Commissioner will
not grant his approval until the Plan has been approved by the Bank's
stockholders. In addition, the Bank intends to file, after the date hereof, a
notice of one bank holding company formation with the Federal Reserve Board.
Bancorp also currently intends to file an application to register with the
Federal Reserve Board as a bank holding company under the Bank Holding Company
Act of 1956, as amended (the "BHC Act" or the "BHCA"). Any delays which are
encountered in seeking any of the foregoing regulatory approvals could result in
a delay in the consummation of the Reorganization. See "Supervision and
Regulation."
If the Plan is approved by the Bank's stockholders at the Special Meeting, the
formation of the holding company structure is currently expected to become
effective as soon thereafter as the required regulatory approvals are received.
Bank and Bancorp have the right under the terms of the Plan to abandon the
Reorganization if, among other things, regulatory approvals cannot be obtained
or if the conditions or obligations associated with such regulatory approvals
make the Reorganization inadvisable in the opinion of the Bank or Bancorp.
In addition, the Plan also provides that it may be abandoned by the Board of
Directors of the Bank or Bancorp if, among other things (i) the number of shares
of Bank common stock owned by dissenting stockholders will make consummation of
the Reorganization inadvisable in the opinion of the Bank or Bancorp; (ii) any
action, suit, proceeding or claim has been instituted, made or threatened
relating to the Plan which will make consummation of the Reorganization
inadvisable in the opinion of the Bank or Bancorp; or (iii) for any other reason
consummation of the Reorganization is inadvisable in the opinion of the Bank or
Bancorp. Moreover, the Plan may be amended by the mutual consent of the Boards
of Directors of Bancorp and the Bank (i) prior to its approval by the
stockholders of the Bank, in any respect, and (ii) subsequent to such approval,
in any respect, provided that the Commissioner shall approve of such amendment
or modification.
If the Plan is not approved at the Special Meeting or all of the necessary
regulatory approvals are not obtained, the Bank will continue to operate without
a holding company structure. All expenses in connection with the Reorganization
will be paid by the Bank whether or not the Plan is approved by its stockholders
or the Reorganization is consummated.
The Bank intends to seek approval for the listing of Bancorp common stock in
substitution for Bank common stock on the Nasdaq National Market System using
the symbol "CCBT" subject to completion of the holding company formation. The
Bank expects that approval for this substitution will be received prior to
consummation of the Reorganization.
REQUIREMENTS AND STATUS OF REGULATORY APPROVALS
In order to consummate the Reorganization, the Bank must receive regulatory
approvals from the Federal Reserve Bank of Boston and the Massachusetts
Commissioner of Banks. The Bank filed a notice with the Federal Reserve Bank of
Boston on October 26, 1998 and is awaiting comments thereon. In accordance with
state law, upon receipt of stockholder approval for the Reorganization, the Bank
will file an application for approval from the Massachusetts Commissioner of
Banks.
9
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The Bank will not seek a ruling from the Internal Revenue Service concerning
the federal income tax consequences of the proposed holding company formation,
but will instead rely on an opinion of its counsel, Goodwin, Procter & Hoar LLP.
Unlike a private letter ruling from the Internal Revenue Service, an opinion of
counsel has no binding effect on the Internal Revenue Service. Based on such
opinion, the material federal tax results of the Reorganization would be as
follows:
1. No gain or loss will be recognized by the stockholders of the Bank upon
the exchange of their common stock of the Bank solely for Bancorp common stock.
2. No gain or loss will be recognized by the Bank as a result of the proposed
transaction.
3. No gain or loss will be recognized by Bancorp upon the receipt of shares
of Bank common stock solely in exchange for Bancorp common stock.
4. The basis of the Bancorp common stock to be received by each stockholder
of the Bank will be the same as the basis of Bank common stock surrendered in
exchange therefor.
5. The holding period of the Bancorp common stock to be received by each
stockholder of the Bank will include the holding period of Bank common stock
surrendered in exchange therefor, provided that such Bank common stock was held
as a capital asset in the hands of such stockholder.
6. Stockholders of the Bank who exercise their dissenters' appraisal rights
and receive cash in exchange for their shares of Bank common stock will
recognize taxable income or gain or loss for federal income tax purposes in
connection with the transaction. The amount of that income or gain or loss and
the character of that income or gain or loss (that is, whether it constitutes
ordinary income, 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 stockholder.
If a stockholder exercises dissenters' appraisal rights with respect to all of
his or her shares of Bank common stock, and if no shares are constructively
owned by him under the rules of Section 318 (a) (or if such constructive
ownership is waived under the rules of Section 302 (c) (2) ), then the
transaction should qualify as a sale or exchange of the stock under Section
302(a), rather than a dividend. If the shares of Bank common stock qualify as
"capital assets" in the hands of such a stockholder and if the shares have been
held for more than one year, then any gain recognized on the exchange should
qualify for long-term capital gain treatment. If, however, a stockholder fails
to exercise dissenters' appraisal rights as to all shares owned by him or her
(or is considered to constructively own shares under Section 318(a)), then the
transaction might be treated as a dividend to the stockholder, depending upon
whether or not it qualifies as "not essentially equivalent to a dividend" within
the meaning of Section 302 (b) (1), or as "a substantially disproportionate
redemption" within the meaning of Section 302 (b) (2). If the transaction were
treated as a dividend, then the entire payment could be taxable as ordinary
income, depending upon the circumstances.
Any stockholder of the Bank considering exercising his dissenters' appraisal
rights with respect to any shares of Bank common stock should consult his
personal income tax advisor for specific advice with respect to the federal
income tax consequences of that exercise.
ACCOUNTING TREATMENT
The Reorganization is expected to qualify as a pooling of interests for
accounting purposes. Under this method of accounting, the assets and liabilities
of the Bank and Bancorp will be combined and carried forward at their previously
recorded amounts and the stockholders' equity accounts of the Bank and Bancorp
will be combined on Bancorp's consolidated balance sheet. See "Formation of
Holding Company - Capitalization."
10
<PAGE>
BUSINESS OF BANCORP
Bancorp was incorporated under the laws of the Commonwealth of Massachusetts
on October 8, 1998, at the direction of the Board of Directors and management of
the Bank, for the purpose of becoming a bank holding company by acquiring all of
the outstanding shares of the Bank. Bancorp has not yet undertaken any business
activities and there are no operating business activities currently proposed for
Bancorp. In the future, Bancorp may become an operating company or acquire banks
or companies engaged in bank-related activities and may engage in or acquire
such other businesses or activities as may be permitted by applicable law. Upon
consummation of the Reorganization, Bancorp will own all of the outstanding
common stock of the Bank. The estimated date of the consummation of the
Reorganization is February 26, 1999.
A copy of Bancorp's Articles of Organization is attached hereto as Exhibit C
and a copy of Bancorp's By-laws is attached hereto as Exhibit D.
BUSINESS OF THE BANK
The Bank is a state-chartered commercial bank with trust powers, organized
under the laws of the Commonwealth of Massachusetts. The present Bank is the
result of a merger between the Hyannis Trust Company and the Cape Cod Trust
Company in 1964 and a subsequent merger with the Buzzards Bay National Bank in
1974. In addition to the main office located in Hyannis, there are 25 other
banking offices located in Brewster, Buzzards Bay, Centerville, Chatham, Dennis,
South Dennis, Falmouth, East Harwich, Harwichport, Hyannis, Mashpee, North
Eastham, Orleans, Osterville, Pocasset, Provincetown, Sandwich, South Yarmouth,
Wellfleet and a Customer Service Center which is located in South Yarmouth. All
of the Bank's facilities are located in Barnstable County, Massachusetts. The
Bank is a member of the Federal Deposit Insurance Corporation but is not a
member of the Federal Reserve system. The Bank has several wholly-owned
subsidiaries. At December 31, 1997, the Bank employed 333 people on a full-time
basis and another 52 people on a part-time basis.
The Bank is the largest commercial bank headquartered in Barnstable County. It
offers a range of commercial banking services for individuals, businesses, non-
profit organizations, governmental units and fiduciaries. The Bank receives
substantially all of its deposits from and makes substantially all of its loans
to individuals and businesses on Cape Cod.
The Bank's principal sources of revenue are loans and investments which
accounted for 80% of the Bank's gross income during 1997. Of the remaining
portion, 3% was received from service charges. The balance was derived from
Trust Department income and other miscellaneous items. Banking services for
individuals include checking accounts, regular savings accounts, NOW accounts,
money market deposit accounts, certificates of deposit, club accounts, mortgage
loans, consumer loans, safe deposit services, trust services, discount brokerage
and investment services. In the latter category, the Bank has a substantial
amount of business acting as agent to purchase U.S. Government securities for
its customers. The Bank also owns and maintains 30 automated teller machines
which are connected to the TX, AMEX, CIRRUS, NYCE, EXCHANGE, and PLUS networks.
Trust department services include estate, tax returns, agency, investment
management, discount brokerage, custodial services, and IRA accounts.
The Bank has no involvement in foreign countries and does not derive any of
its income from foreign sources.
Upon completion of the Reorganization, the Bank will consider conversion of
its charter from a Massachusetts state-chartered commercial bank with trust
powers to a national bank. This conversion would affect the regulation of the
Bank. See "Supervision and Regulation - Contemplated Conversion".
The principal executive offices of both the Bank and Bancorp are located at
307 Main Street, Hyannis, Massachusetts 02601. The telephone number for both of
these offices is (508) 394-1300.
11
<PAGE>
CERTAIN TRANSACTIONS
The Bank enters into banking transactions in the ordinary course of its
business with Directors, officers, principal stockholders and their associates,
on the same terms including interest rates and collateral on loans, as those
prevailing at the same time for comparable transactions with others. The total
amount of loans outstanding to Directors and officers at December 31, 1997, 1996
and 1995 was $15,418,661, $13,244,549, and $8,357,326, respectively. During
1997, $14,818,630 in new loans were made to Directors and officers and there
were $12,644,518 in repayments.
SUPERVISION AND REGULATION
The following summary of certain statutes and regulations affecting Bancorp
and the Bank do not purport to be complete. This summary is qualified in its
entirety by such statutes and regulations.
Holding Company Regulation. As a bank holding company, Bancorp would be
subject to regulation and supervision by the Federal Reserve Board under the BHC
Act. The regulations of the Federal Reserve Board restrict or require prior
approval for acquisitions of ownership or control of banks or other companies,
restrict transactions between bank holding companies and their affiliates,
restrict tying arrangements, limit nonbanking activities of bank holding
companies and their subsidiaries, require the filing of annual and periodic
reports and give the Federal Reserve Board supervisory authority over various
activities of bank holding companies in accordance with Federal Reserve Board
policy statements and otherwise. The Bank is not currently subject to the
regulations or authority of the Federal Reserve Board, except to the extent that
such regulations are made applicable to the Bank by law or regulations of the
FDIC.
Certain Federal and State Restrictions on Acquisition of Stock. Any attempt to
acquire control of the Bank, currently, or Bancorp, following completion of the
Reorganization, through the purchase of stock would be subject to regulation
under Massachusetts law, and the BHC Act or the federal Change in Bank Control
Act of 1978, as amended (the "CBCA").
With respect to acquisitions of common stock of the Bank, Massachusetts law
prohibits any person from acquiring voting stock of a bank that would result in
such person having the power, directly or indirectly, to direct the management
or policies of such bank or to vote 25% or more of such stock unless such person
has provided the Commissioner with 60 days' prior notice and certain information
in connection therewith, and the acquisition has not been disapproved by the
Commissioner. An exemption from these requirements is provided for acquiring
persons who have complied with substantially similar procedures under the
federal law provisions outlined below. The Federal Reserve Board's regulations
promulgated under the CBCA generally require persons who at any time intend to
acquire control of a bank holding company to provide 60 days' prior written
notice and certain financial and other information to the Federal Reserve Board.
The 60-day notice period does not commence until the information is deemed to be
substantially complete. Control for the purpose of the CBCA exists in situations
in which the acquiring party would have voting control of at least 25% of any
class of a holding company's voting stock. However, under Federal Reserve Board
regulations, control would be presumed to exist where the acquiring party would
have voting control of at least 10% of any class of the holding company's voting
securities if (i) the holding company has a class of voting securities which is
registered under Section 12 of the Exchange Act, or (ii) the acquiring party
would be the largest holder of a class of voting shares of the holding company.
The statute and underlying regulations authorize the Federal Reserve Board to
disapprove the proposed acquisition on certain specified grounds. The FDIC has
adopted substantially similar regulations under the CBCA which would apply to
the acquisition of control of an FDIC-insured bank such as the Bank.
Under the BHC Act, prior approval of the Federal Reserve Board is generally
required for an acquisition of control of a bank by any "company" defined under
the BHCA. Control for purposes of the BHCA would be based on a 25% voting stock
test or on the ability of the acquiror otherwise to control the election of a
majority of the Board of Directors of the Bank or Bancorp or on the ability of
the acquiror to exert controlling influence over the management or policies of
the Bank or Bancorp (as set forth in the BHCA). As part of such acquisition, the
acquiring company (unless already so registered) would be required to register
as a bank holding company under the BHCA. In addition, an existing bank holding
company would have to obtain prior approval from the Federal Reserve Board under
the BHCA if it sought to acquire in excess of 5% of any class of the voting
stock of another bank holding company, such as Bancorp.
A bank holding company's business activities are generally limited to those
activities which the Federal Reserve Board determines to be so closely related
to banking or managing or controlling banks as to be properly incident thereto.
12
<PAGE>
Registration as a bank holding company would generally require divestiture or
other termination of other business activities not approved for bank holding
companies by the Federal Reserve Board under the foregoing test.
In addition to the aforementioned state and federal laws governing the
acquisition of stock of a bank or a bank holding company, there are various
provisions of Massachusetts law which apply to the acquisition of stock of
business corporations and banks.
Bank Regulation. As a Massachusetts-chartered commercial bank, the Bank is
subject to regulation and supervision by the Commissioner and the FDIC. After
the Reorganization, the Bank will continue to be subject to such regulation and
supervision.
Massachusetts Law. As a Massachusetts-chartered commercial bank, the Bank now
is, and following consummation of the Reorganization will continue to be,
subject to regulation and examination by the Commissioner. The Massachusetts
statutes and regulations govern, among other things, lending and investment
powers, deposit activities, borrowings, maintenance of surplus and reserve
accounts, distribution of earnings, and payment of dividends. The Bank is also
subject to state regulatory provisions covering such matters as issuance of
capital stock, branching, and mergers and acquisitions. Bancorp has been
incorporated as a business corporation under Massachusetts law. Thus, Bancorp is
subject to regulation by the Secretary of State of Massachusetts and the rights
of its stockholders are governed by Massachusetts corporate law.
Proposed Legislation. From time to time, various types of federal and state
legislation have been proposed that could result in additional regulation of,
and modifications of restrictions on, the business of the Bank or Bancorp. It
cannot be predicted whether any legislation currently being considered will be
adopted or how such legislation or any other legislation that might be enacted
in the future would affect the business of the Bank or Bancorp.
Certain Federal Tax Matters. If the Reorganization is consummated, Bancorp and
the Bank intend to file consolidated federal income tax returns, which would
have the effect of eliminating inter-company distributions, including dividends,
in the computation of consolidated taxable income.
Consequences of the Reorganization Under Federal Securities Laws. Upon
consummation of the Reorganization, the reporting obligations of the Bank under
the Exchange Act, as administered by the FDIC, will be replaced with
substantially similar obligations of Bancorp under the Exchange Act, as
administered by the SEC. Pursuant to the Exchange Act, Bancorp will file annual,
quarterly and periodic reports with the SEC. Bancorp will also be subject to the
insider trading requirements of Sections 16(a) and 16(b) of the 1934 Act as
administered by the SEC. In connection with the Reorganization, the Bank will
deregister the Bank's common stock under the Exchange Act.
The issuance of Bancorp common stock in connection with the Reorganization is
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"), by reason of the exemption set forth in Section 3(a)(12)
thereof. The exemption from registration under Section 3(a)(12) would not apply
to future issuances of Bancorp common stock. Such future issuances would be
subject to the registration requirements of the Securities Act, unless another
exemption under the Securities Act were available. In addition, the Section
3(a)(12) exemption does not cover the resale of any of Bancorp common stock
issued in connection with the Reorganization. Bancorp common stock received by
persons who are not deemed to be "affiliates" (as such term is defined under the
Securities Act) of the Bank or Bancorp may be resold without registration.
Shares of Bancorp common stock received by persons who are deemed to be
"affiliates" of the Bank or Bancorp in connection with the Reorganization will
be subject to the resale restrictions of Rule 145 under the Securities Act (or
Rule 144 under the Securities Act in the case of such persons who become
affiliates of Bancorp), which are substantially the same as the restrictions of
Rule 144. Persons who may be deemed to be "affiliates" of the Bank or Bancorp
generally include individuals or entities that at the time the Plan of
Reorganization is submitted for a vote of the stockholders of the Bank control,
are controlled by, or are under common control with, such party and may include
certain officers and directors of such party as well as principal stockholders
of such party.
Under the terms of the proposed Reorganization whereby the Bank will become a
subsidiary of Bancorp, the Option Plan will be continued as and become the
option plan of Bancorp if the Reorganization is approved at the Special Meeting
and consummated. Stock options with respect to shares of Bank common stock
granted under the Option Plan and outstanding prior to consummation of the
Reorganization will automatically become options to purchase the same number of
shares of Bancorp common stock following the Reorganization, upon identical
terms and conditions and for an identical price, and Bancorp will assume all of
the Bank's obligations with respect to such outstanding options. Upon
consummation of the Reorganization, Bancorp intends to file a Registration
Statement on Form S-8 to register the issuance of shares of Bancorp common stock
under the Option Plan. If the Plan of Reorganization is not approved by the
stockholders of the Bank, then the Option Plan will continue to be the stock
option plan of the Bank.
13
<PAGE>
Contemplated Conversion. After the Reorganization, the Bank currently intends
to convert from a Massachusetts state-chartered commercial bank with trust
powers to a national bank. If such conversion is approved, the Bank would no
longer be regulated by the Commissioner but would primarily be regulated by the
Office of the Comptroller of the Currency (the "OCC") under the National Banking
Act and the rules and regulations promulgated thereunder. Management believes
that operation as a national bank and regulation by the OCC may provide certain
advantages with respect to lending and other banking and non-banking activities.
COMPARISON OF RIGHTS OF HOLDERS OF
BANK COMMON STOCK AND BANCORP COMMON STOCK
COMPARISON OF STOCKHOLDER RIGHTS
As a result of the holding company formation, stockholders of the Bank, whose
rights are presently governed by Massachusetts banking law, will become
stockholders of Bancorp, a Massachusetts corporation, and as such their rights
will be governed by Massachusetts corporate law. The Articles of Organization
and By-laws of Bancorp and the Charter and By-laws of the Bank are substantially
similar. Certain differences in the rights of stockholders arise from this
change in governing law. Certain differences and similarities of the rights of
stockholders of the Bank and Bancorp are discussed below. The following
discussion does not purport to be a complete statement of such similarities and
differences affecting the rights of stockholders of the Bank but is intended as
a summary only. The form of Articles of Organization of Bancorp attached as
Exhibit C and the form of By-laws of Bancorp attached as Exhibit D to this Proxy
Statement should be reviewed carefully by each stockholder.
Capital Stock
Authorized and Issued Stock. The Bank had, as of the Record Date, 12,000,000
shares of authorized common stock of which 9,061,064 shares were issued and
outstanding and 400,000 shares were reserved for issuance under the Option Plan.
The Articles of Bancorp will provide for 12,000,000 shares of authorized
Bancorp common stock, of which 100 shares of Bancorp common stock are currently
issued and outstanding, all of which are owned by the Bank. After the
consummation of the Reorganization, and subject to the exercise of dissenters'
appraisal rights, the number of issued and outstanding shares, shares reserved
for issuance under the Option Plan and non-reserved shares of Bancorp common
stock available for future issuance by Bancorp will be the same as the number of
such shares of Bank common stock immediately prior to the Reorganization.
Issuance of Stock. Under the provisions of Massachusetts banking law, the
issuance of capital stock by the Bank requires the prior approval of the
Commissioner of Banks. In contrast, Bancorp is authorized to issue shares of
capital stock without obtaining prior approval of the Commissioner of Banks.
Issuances of Bancorp common stock are subject to registration under the
Securities Act, unless an exemption is available. See "Supervision and
Regulation--Consequences of the Reorganization Under Federal Securities Laws."
Bank common stock is exempt from registration under the Securities Act. There
are no current agreements or understandings with respect to the issuance of any
additional shares of Bancorp capital stock.
Pre-emptive Rights. The stockholders of Bancorp, like the stockholders of the
Bank, will not be entitled to pre-emptive rights with respect to any shares of
capital stock which may be issued.
Common Stock
Dividend Rights. The stockholders of the Bank are entitled to dividends when
and as declared by the Bank's Board of Directors. Under Massachusetts banking
law, Massachusetts commercial banks such as the Bank may pay dividends only out
of net profits without impairing their capital stock and surplus accounts. Such
dividend payments are also subject to a number of additional statutory
limitations. Bancorp may pay dividends if, as, and when declared by its Board of
Directors out of funds legally available therefor. Although Massachusetts
corporate law does not have a specific statute regulating the payment of
dividends by Massachusetts corporations, the directors of a corporation are
jointly and severally liable to the corporation if a payment of dividends (i) is
made when the corporation is insolvent, (ii) renders the corporation insolvent,
or (iii) violates the corporation's articles of organization.
14
<PAGE>
Voting Rights. All voting rights in the Bank are currently vested in the
holders of the Bank's issued and outstanding common stock. Each share of Bank
common stock is entitled to one vote on all matters, without any right to
cumulative voting and without any right to cumulative voting in the election of
Directors. Following the formation of the holding company, all voting rights in
Bancorp will be vested in the holders of Bancorp common stock, and each share of
Bancorp common stock will be entitled to one vote on all matters.
Directors
Number and Staggered Terms. The By-laws of Bancorp provide that the Board of
Directors shall consist of not less than six directors. The Board of Directors
of Bancorp will initially be composed of six Directors. The By-laws of the Bank
provide that the Board shall consist of not less than seven nor more than 25
Directors. The By-laws of the Bank and Bancorp provide that the Board of
Directors may fix the number and classification of Directors.
Both the By-laws of the Bank and the By-laws of Bancorp provide for three
classes of Directors with one class elected each year for three-year staggered
terms, so that ordinarily no more than approximately one-third of the Directors
will stand for election in any one year, and that there will be no cumulative
voting in the election of Directors.
Removal of Directors. Neither the Charter or By-laws of the Bank nor the
Articles of Organization or By-laws of Bancorp provide for removal of Directors.
Massachusetts corporate law provides that any Director who was elected by the
stockholders may be removed, with or without cause, by the stockholders by vote
of a majority of the total votes eligible to be cast for election of Directors,
unless otherwise provided in the articles of organization or the by-laws.
Vacancies. The By-laws of the Bank and the By-laws of Bancorp both provide
that any vacancy occurring on the Board of Directors as a result of resignation,
removal, disqualification or death or by reason of an increase in the number of
Directors may be filled by vote of a majority of the remaining Directors. Any
Director of the Bank or Bancorp so appointed would serve for the remainder of
the unexpired term of the class to which such Director was appointed and until
such Director's successor shall have been duly elected or qualified or until his
or her earlier resignation or removal. When the number of directors is
increased, the Board of Directors determines the class or classes to which such
number is apportioned .
Massachusetts Law Regarding Directors. Under Section 50A of Massachusetts
General Laws, Chapter 156B, a publicly-held Massachusetts corporation which has
not opted out of that statute must have a classified board of directors. In
general, Section 50A provides that the board of directors of the corporation
must be divided into three classes, each of which would contain approximately
one-third of the total number of the members of the board of directors. Section
50A provides that each class shall serve a staggered term, with approximately
one-third of the total number of directors being elected each year. The
stockholders may remove a director from the board prior to the expiration of his
term only for cause, upon the affirmative vote of the holders of a majority of
the shares then entitled to vote in an election of directors. Section 50A
provides that the number of directors shall be fixed by the board, and that any
vacancy occurring on the board, including a vacancy created by an increase in
the number of directors or resulting from death, resignation, disqualification,
removal from office or other cause, shall be filled for the remainder of the
unexpired term exclusively by a majority vote of the directors then in office.
Section 50A does not apply to the Bank by its terms and Massachusetts banking
statutes under which the Bank is governed do not contain a similar provision.
The Board of Directors of Bancorp has voted to expressly opt out of Section 50A,
and the Board may at any time in the future vote to subject Bancorp to the
express provisions of Section 50A. Notwithstanding such action, Bancorp's
Articles (like the Bank's Charter) contain provisions substantially similar to
that of Section 50A regarding a classified board of directors, as described
above.
Meetings of Stockholders
The Bank's Charter and By-laws and Bancorp's Articles of Organization and By-
laws provide that special meetings of the stockholders may be called only by
vote of the Board of Directors, by the President, by five of the Directors then
in office, or by one or more stockholders of record holding at least 30% of the
capital stock issued and outstanding and entitled to vote. Only those matters
set forth in the call of the special meeting may be considered or acted upon at
such special meeting, unless otherwise provided by law.
Stockholder Vote Required to Approve Mergers and Certain Business Combinations
Stockholder Vote Required for Mergers. Massachusetts law provides that a vote
of 66 2/3% of the shares of each class of stock outstanding and entitled to vote
thereon is generally required to authorize a merger or the sale, lease or
15
<PAGE>
exchange of all or substantially all of a corporation's property and assets,
except that the articles of organization of a Massachusetts corporation may
provide for a different percentage vote, but not less than a majority.
Fair Price Provision. The Bank's By-laws and Bancorp's By-laws contain a so-
called "fair price" provision pursuant to which any Business Combination (as
defined therein) involving an Interested Stockholder (as defined therein) or an
affiliate of an Interested Stockholder and the Bank or Bancorp (or any
subsidiary), as the case may be, would require approval by the affirmative vote
of the holders of at least 80% of the voting power of the then outstanding
shares of voting stock of the Bank or Bancorp, as the case may be, entitled to
vote in the election of directors voting together as a single class. The fair
price provision provides that the 80% stockholder vote is not required if the
Business Combination is approved by two-thirds of the Disinterested Directors or
if certain procedures and price requirements are met.
Massachusetts Law. Chapter 110F of the Massachusetts General Laws, entitled
"Business Combinations with Interested Shareholders" ("Chapter 110F") provides
that a Massachusetts corporation with more than 200 stockholders generally may
not engage in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless (i) the interested stockholder obtains
the approval of the Board of Directors prior to becoming an interested
stockholder, (ii) the interested stockholder acquires 90% of the outstanding
voting stock of the corporation (excluding shares held by certain affiliates of
the corporation) at the time it becomes an interested stockholder, or (iii) the
business combination is approved by both the Board of Directors and the holders
of 66 2/3% of the outstanding voting stock of the corporation (excluding shares
held by the interested stockholder) at an annual or special meeting of
stockholders. An "interested stockholder" is a person who, together with
affiliates and associates, owns (or, in certain cases, at any time within the
prior three years did own) 5% or more of the outstanding voting stock of the
corporation. A "business combination" includes a merger, certain stock or asset
sales, and certain other specified transactions resulting in a financial benefit
to the interested stockholder.
Chapter 110F is by its terms applicable to both the Bank and Bancorp. A
Massachusetts corporation is permitted to opt out of Chapter 110F, however,
neither the Bank nor Bancorp has opted out of Chapter 110F.
Control Share Acquisition Statute
Chapter 110D of the Massachusetts General Laws entitled "Regulation of Control
Share Acquisitions" ("Chapter 110D") provides that any person who makes a bona
fide offer to acquire, or acquires (the "acquiror") shares of stock of a
corporation in an amount equal to or greater than one-fifth, one-third or a
majority of the voting stock of the corporation (the "thresholds") must obtain
the approval of a majority of shares of all stockholders except the acquiror and
the officers and inside directors of the corporation in order to vote the shares
that the acquiror acquires in crossing the thresholds.
Chapter 110D does not apply to the Bank by its terms and Massachusetts banking
statutes under which the Bank is governed do not contain a similar provision. As
permitted under Chapter 110D, Bancorp's By-laws contain a provision opting out
of Chapter 110D, making Chapter 110D inapplicable to Bancorp's stockholders. The
Board of Directors of Bancorp may amend the By-laws at any time in the future to
allow Bancorp to opt into this statute prospectively.
Indemnification
The By-laws of the Bank provide that Directors and officers of the Bank shall
be indemnified by the Bank against liabilities and expenses arising out of
service for or on behalf of the Bank. The By-laws of the Bank and Bancorp
provide that such indemnification shall not be provided if it is determined that
such Director or officer shall be finally adjudged in any such action or
proceeding to have been derelict in the performance of his duty or if such
action or proceeding resulted from a Director or officer's own negligence or
willful misconduct. In addition, Massachusetts Business Corporation Law states
that no indemnification may be provided for any person with respect to any
matter as to which he shall have been adjudicated not to have acted in good
faith or in the reasonable belief that his action was in the best interest of
the company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to Directors, officers or persons controlling Bancorp pursuant
to the foregoing provisions, it is the position of the Securities and Exchange
Commission (the "SEC") that such indemnification is against public policy as
expressed in such Act and is therefore unenforceable.
16
<PAGE>
Amendment of Charter and Articles
The Bank's Charter and Bancorp's Articles may be amended by the stockholders
by the vote of at least 66 2/3% of the total votes eligible to be cast at a duly
constituted meeting (but only a majority vote is required in the case of certain
amendments relating to the name, office, powers, and authorized capital stock).
Amendment of By-laws
The By-laws of the Bank and Bancorp provide that their respective By-laws may
be amended by a vote of a majority of the total votes eligible to be cast by the
stockholders at a meeting, provided that notice of such amendment was given in
the notice of such meeting.
EFFECT ON CURRENT MARKET VALUE OF OUTSTANDING BANK STOCK
Although the Board of Directors does not know of any reason why implementation
of the Plan would cause the market value of the stock of Bancorp to be different
from the market value of the stock of the Bank immediately prior to consummation
of the Reorganization, it is possible that the public trading market could
perceive that the stock of Bancorp has a different value from the stock of the
Bank. It is not known whether the public trading market will attribute any
additional or lesser value to Bancorp common stock than it would attribute to
Bank common stock. On October 7, 1998, the last trading day prior to the day on
which the Board of Directors adopted a resolution approving the Plan, the high
and low sale prices of Bank common stock as quoted on the Nasdaq National Market
were $17 and $16 7/8 per share, respectively.
LEGAL INVESTMENTS
Under the laws of some jurisdictions, shares of Bank common stock may be legal
investments for certain institutions and fiduciaries, whereas shares of Bancorp
common stock may not be legal investments for such investors.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1999 Annual Meeting
of Stockholders of Bancorp (or the Bank, in the event the Reorganization does
not occur) which is scheduled to be held on April 22, 1999, must be filed with
the Clerk of Bancorp or the Secretary of the Bank, as the case may be, prior to
November 20, 1998 if such proposals are to be included in the proxy statement
for such meeting. Any such proposal should be mailed to: Clerk, CCBT Bancorp,
Inc. (or Secretary, Cape Cod Bank and Trust Company, as the case may be) 307
Main Street, Hyannis, Massachusetts 02601.
OTHER MATTERS
At the time of the preparation of this proxy material, the Board of Directors
of the Bank does not know of any other matter to be presented for action at the
Special Meeting. If any other matters should properly come before the meeting,
proxy holders have discretionary authority to vote their shares according to
their best judgment.
17
<PAGE>
EXHIBIT 99.5
================================================================================
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
===========================
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998 - FDIC CERTIFICATE NUMBER:
10538
==============================================
CAPE COD BANK AND TRUST COMPANY
-------------------------------
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-1465780
------------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601
- - --------------------------------------- -----
(Address of principal executive office) (Zip Code)
(Registrant's telephone #, incl. area code): 508-394-1300
------------
==================================
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- - ------------------- -----------------------------------------
NONE
- - ----
==================================
Securities registered pursuant to Section 12(g) of the Act:
Title of class Name of each exchange on which registered
- - -------------- -----------------------------------------
COMMON CAPITAL STOCK NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
- - -------------------- ------------------------------------------------------
==================================
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [_] Yes [_] No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. THERE WERE 9,061,064
--------------------
SHARES OF COMMON STOCK AS OF NOVEMBER 5, 1998.
- - ---------------------------------------------
1.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
- - --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION DESCRIPTION PAGE NO.
- - ------- ----------- -------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition
September 30, 1998 (Unaudited) and December 31, 1997 3
Consolidated Statements of Income
Nine Months Ended September 30, 1998 and 1997 (Unaudited) 4
Three Months Ended September 30, 1998 and 1997 (Unaudited)
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1998 and 1997 (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition 6-8
and Results of Operations
PART II OTHER INFORMATION 9
SIGNATURES 10
</TABLE>
2.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CONDITION
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
(Dollar amounts in thousands)
<S> <C> <C>
ASSETS
Cash and due from banks $ 28,514 $ 34,213
------------ ----------
Total cash and cash equivalents 28,514 34,213
------------ ----------
Investment securities
U.S. Government agencies 18,373 75,528
State and municipal obligations 16,963 16,323
Other bonds, notes and debentures 511,192 282,841
Corporate stock 18,841 16,804
------------ ----------
Total investment securities 565,369 391,496
------------ ----------
Loans
Commercial loans 61,170 72,162
Construction mortgage loans 48,831 34,798
Commercial mortgage loans 209,742 198,944
Industrial revenue bonds 1,573 1,883
Residential mortgage loans 256,254 207,665
Consumer loans 12,366 16,391
------------ ----------
Total loans 578,936 531,843
Less: Reserve for possible loan losses (11,111) (10,962)
------------ ----------
Net loans 589,825 520,881
Bank premises and equipment 12,462 12,305
Other assets 15,960 15,000
------------ ----------
Total assets $ 1,201,130 $ 973,895
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits $ 139,663 $ 147,495
NOW account deposits 54,265 103,755
Money market account deposits 150,397 149,097
Other savings deposits 247,428 158,197
Certificates of deposits of $100,000 or more 30,035 26,453
Other time deposits 118,270 124,263
------------ ----------
Total deposits 740,058 709,260
Borrowing from the Federal Home Loan Bank 326,689 171,295
Other short-term borrowings 19,882 11,662
Other liabilities 31,760 6,042
------------ ----------
Total liabilities 1,118,389 898,259
------------ ----------
Commitments
Stockholders' equity
Common stock, $2.50 par value
Authorized: 12,000,000 shares
Outstanding: 9,061,064 shares 22,653 11,326
Surplus 13,903 25,230
Undivided profits 44,433 38,677
Unrealized gain on securities available for sale 1,752 403
------------ ----------
Total stockholders' equity 82,741 75,636
------------ ----------
Total liabilities and stockholders' equity $ 1,201,130 $ 973,895
============ ==========
</TABLE>
3.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $12,485 $11,305 $36,502 $32,869
Interest and dividends on securities
U.S. Government agencies 4,357 4,588 10,069 11,884
State and municipal obligations 57 476 620 1,248
Other bonds, notes and debentures 2,209 1,001 5,877 2,734
Corporate stock 391 370 1,201 1,066
------- ------- ------- -------
Total interest income 19,499 17,740 54,269 49,801
------- ------- ------- -------
INTEREST EXPENSE
Interest on certificates of deposit of $100,000 or more 386 327 1,125 831
Interest on other deposits 4,513 5,276 13,857 14,923
Interest on short-term borrowings 4,991 2,418 11,254 6,738
------- ------- ------- -------
Total interest expense 9,890 8,021 26,236 22,492
------- ------- ------- -------
Net interest income 9,609 9,719 28,033 27,309
Provision for loan losses -- -- -- --
------- ------- ------- -------
Net interest income after provision for loan losses 9,609 9,719 28,033 27,309
------- ------- ------- -------
NON-INTEREST INCOME
Trust and Investment division fees 1,289 1,073 3,848 3,324
Credit card merchant fees 1,681 1,494 2,952 2,611
Service charges on deposit accounts 1,129 1,082 3,168 3,134
Settlement from software provider -- -- -- --
Gain (loss) on sale or writedown of investment 89 87 320 312
securities
Other 895 494 2,085 3,760
------- ------- ------- -------
Total non-interest income 5,083 4,230 12,373 13,141
------- ------- ------- -------
NON-INTEREST EXPENSE
Salaries and wages 2,948 3,061 8,292 8,804
Employee benefits 1,125 964 3,299 3,349
Occupancy expense 518 589 1,647 1,629
Equipment rental and expense 498 529 1,476 1,543
Credit card processing expense 1,369 1,208 2,607 2,312
Other 2,638 2,547 8,056 7,236
-------- ------- ------- -------
Total non-interest expense 9,096 8,898 25,377 24,873
-------- ------- ------- -------
Income before income taxes 5,596 5,051 15,029 15,577
Provision for income taxes 2,212 2,015 5,921 6,075
-------- ------- ------- -------
Net income $ 3,384 $ 3,036 $ 9,108 $ 9,502
======== ======= ======= =======
Average shares outstanding 9,061,064 9,061,064 9,061,064 9,061,064
Primary earnings (loss) per share $ .38 $ .34 $ 1.01 $ 1.05
</TABLE>
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
- - --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Net income $ 9,108 $ 6,996
Adjustments to reconcile net income to net cash:
Provision for loan losses -- --
Depreciation and amortization 1,666 1,220
Net (gain) loss on sale or writedown of securities (320) (45)
Net increase (decrease) in taxes payable (314) 1,710
Other, net 10,491 4,458
------------ -----------
Net cash provided (used) by operating activities 20,631 14,339
------------ -----------
CASH PROVIDED (USED) BY INVESTING ACTIVITIES
Net (increase) decrease in loans (109,175) (32,219)
Proceeds from sale of loans 61,685 10,430
Disposition of property from defaulted loans 588 545
Maturities of securities 325,218 --
Purchase of available for sale securities (1,197,689) (446,343)
Sale of available for sale securities 703,949 326,861
Purchase of premises and equipment (1,965) (4,797)
------------ -----------
Net cash provided (used) by investing activities (217,389) (145,523)
------------ -----------
CASH PROVIDED (USED) BY FINANCING ACTIVITIES
Net increase (decrease) in deposits 30,798 85,397
Net increase in borrowings from the Federal Home Loan Bank 155,394 35,419
Net increase (decrease) in other short-term borrowings 8,220 5,737
Cash dividends paid on common stock (3,353) (2,401)
------------ -----------
Net cash provided (used) by financing activities 191,059 124,152
------------ -----------
Net increase (decrease) in cash and cash equivalents (5,699) (7,032)
------------ -----------
Cash and cash equivalents at beginning of year 34,213 35,527
------------ -----------
Cash and cash equivalents at end of quarter $ 28,514 $ 28,495
============ ===========
Cash equivalents include amounts due from banks and federal funds
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Cash paid for:
Interest $ 25,467 $ 22,246
Income taxes 6,976 7,099
</TABLE>
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
- - --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Earnings for the third quarter were $.38 compared to $.34 a year ago, an
11.8% increase. Another excellent summer season contributed strongly to the
results which were hampered by declining interest rate spread. Increased non
interest income combined with a reduction in non interest expense, coupled with
volume increases in loans and deposits, were responsible for the earnings
growth.
Earnings for the 1st nine months were $1.01 compared to last year's
$1.05 adjusted for the 100% stock dividend. Last year's earnings included a $.12
per share settlement from a software provider.
Deposits and loans grew 2% and 14%, respectively, over a year ago. Low
cost deposits continued to grow at an excellent rate of 9%.
Residential mortgage growth also continued as the Bank increased its
market share of loan origination on Cape Cod. We also continued to expand our
borrowings and invested the proceeds to support earnings. Approximately
$100,000,000 are being used to support commercial fixed rate loans with the
balance being invested in short term, triple A rated securities.
Capital at quarter end was $82,741,534 and is currently 6.9% of total
assets. The loan loss reserve was $11,111,081 or 1.88% of loans, still well
above industry average.
The Board of Directors has approved the formation of a bank holding
company under the belief that it will provide more flexibility for meeting the
future financial needs of CCB&T and our customers, as well as meeting the
competitive conditions that exist in the financial service market. Further
information has or will be forwarded to our stockholders in advance of the
special stockholders' meeting scheduled for December 4, 1998 to approve this
action.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
____________________________________________________________________________
CAPE COD BANK & TRUST COMPANY
COMPARATIVE BALANCE SHEET, RATES AND SPREAD
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
------------ACTUAL----------- ---------BUDGET------------ --------VARIANCE------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
BALANCE INTEREST YIELD BALANCE INTEREST YIELD BALANCE INTEREST YIELD
--------- -------- ------- ------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EARNINGS ASSETS
- - ---------------
Securities
U.S. Government CMO 109,594,680 5,560,014 6.79% 60,000,000 2,700,000 6.00% 49,594,680 2,850,014 0.79%
U.S. Government Agencies 66,758,686 3,153,373 6.32% 75,000,000 3,141,367 5.60% (8,241,314) 12,006 0.72%
Other CMO's 59,591,142 2,723,074 6.11% 25,000,000 1,125,000 6.00% 34,591,142 1,598,074 0.11%
State and Municipal Agencies 17,172,288 568,205 5.86% 20,000,000 613,315 5.42% (2,827,712) (45,110) 0.43%
COB&T Securities 50,411,528 2,476,732 6.61% 49,966,750 2,248,461 6.00% 445,778 228,271 0.61%
Other Securities 57,007,997 2,460,589 5.76% 10?,934,778 4,774,365 5.79% (52,926,781) (2,313,776) -0.03%
----------- ---------- ----------- ---------- ----------- ---------- ------
Total Investments 360,536,321 16,931,987 6.39% 339,900,528 14,602,508 5.81% 20,635,793 2,329,479 2.63%
Residential R.E. Loans 156,284,426 9,332,0?? 8.01% 134,611,111 8,404,984 8.33% 20,673,315 927,101 -0.32%
Commercial R.E. Loans 195,652,546 13,999,120 9.53% 193,455,586 13,746,878 9.50% 2,196,990 252,242 0.03%
Commercial Loans 76,727,447 5,666,339 10.02% 72,116,667 5,126,252 9.50% 4,610,780 529,087 0.52%
Commercial R.E. Mg. - Construction 10,739,139 803,276 10.00% 7,423,611 500,564 9.02% 3,315,528 302,712 0.98%
Residential Mortgages - Construction 10,993,279 560,825 6.70% 7,423,611 500,564 9.02%
Non-Rated IRB 2,509,689 132,375 10.06% 2,991,944 179,033 11.40% (482,256) (46,658) -1.35%
Commercial Paper 0 0 0.00% 833,333 34,716 5.45% (833,333) (34,716) -5.45%
Consumer Loans 18,449,753 1,379,996 9.85% 19,049,051 1,339,757 9.40% (599,298) 40,239 0.45%
MasterCard 10,989,812 1,015,984 12.36% 12,351,261 1,154,870 12.50% (1,391,449) (138,886) -0.14%
----------- ---------- ----------- ---------- ----------- ---------- ------
Total Loans 481,316,091 32,869,000 9.11% 450,256,145 30,987,618 9.22% 27,490,278 1,831,121 -5.28%
Total Earning Assets 841,852,412 49,800,987 7.93% 790,156,673 45,590,126 7.75% 51,895,739 4,210,861 0.18%
Total Non-Earning Assets 53,764,247 35,656,328 18,107,919 0 0.00%
----------- ---------- ----------- ---------- ----------- ---------- ------
TOTAL ASSETS 895,616,659 49,800,987 7.45% 825,813,001 45,590,126 7.42% 69,803,658 4,210,861 0.03%
=========== ---------- =========== ---------- =========== ========== ======
INTEREST BEARING LIABILITIES
- - ----------------------------
NOW Accounts 97,890,168 1,406,941 1.92% 92,583,333 1,399,182 2.02% 5,306,835 7,759 -0.10%
Regular Savings 64,536,647 1,536,541 3.18% 61,100,000 1,486,499 3.25% 3,436,647 51,042 -0.07%
The Cape Codder Account 89,629,468 2,932,751 4.37% 102,500,000 3,412,175 4.45% (12,870,532) (479,424) -0.08%
Money Market Account 146,689,238 4,278,402 3.93% 148,500,000 4,442,247 4.00% (2,810,762) (163,845) -0.07%
Other Time Deposits 136,??3,629 5,599,627 5.48% 127,226,504 5,332,904 5.60% 9,467,125 266,723 -0.12%
----------- ---------- ----------- ---------- ----------- ---------- ------
Total Interest-bearing Deposits 534,439,150 15,754,262 3.94% 531,909,837 16,072,007 4.04% 2,529,313 (317,745) -0.44%
Borrowings
FHLB Borrowings 146,030,120 6,401,280 5.86% 86,222,222 3,764,566 5.84% 59,807,898 2,636,714 0.02%
Other Borrowings 9,800,760 336,247 4.59% 11,000,000 373,226 4.54% (1,199,240) (36,979) 0.05%
----------- ---------- ----------- ---------- ----------- ---------- ------
Total Borrowings 155,830,880 6,737,527 5.78% 97,222,222 4,137,792 5.69% 58,608,658 2,599,735 0.07%
Total Deposits and Borrowings 690,270,030 22,491,789 3.58% 629,132,069 20,209,799 3.42% 61,137,971 2,281,990 0.1?%
DDA Balances 131,828,141 124,277,778 7,560,363 0 0.00%
Other Liabilities 3,625,015 4,514,104 (889,089) 0 0.00%
Shareholder's Equity 69,893,473 67,889,060 2,004,413 0 0.00%
----------- ----------- ----------- ---------- ------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY 895,616,659 22,491,789 3.36% 825,813,001 20,209,799 3.27% 69,803,658 2,281,990 0.09%
=========== ---------- ----- =========== ---------- ----- =========== ========== ======
Net Interest Income: 27,309,198 25,380,327 1,928,871
========== ========== ==========
As a % of Total Earning Assets 4.36% 4.33% 0.02%
===== ===== ======
===== ===== ======
As a % of Total Assets 4.09% 4.15%
===== =====
Average Equity to Average Assets 7.80% 8.22% -0.42%
===== ===== ======
Average Loans/Average Deposit 72.24% 68.62% 3.62%
===== ===== ======
</TABLE>
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
================================================================================
CAPE COD BANK & TRUST COMPANY
COMPARATIVE BALANCE SHEET, RATES AND SPREAD
FOR THE PERIOD ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
----------1998 ACTUAL-------- ---------1998 BUDGET-------- 1997
($000 THOUSANDS) AVE. AVE. AVE. AVE. AVE.
Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D
BALANCE INTEREST YIELD BALANCE INTEREST YIELD BALANCE
----------- ---------- ------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
- - --------------
Securities
Mortgage-Backed Securities $ 22,867 $ 948 5.55% $ 0 $ 0 0.00% $ 0
U.S. Government-CMO 134,443 5,651 5.62% 62,222 2,917 6.25% 109,595
U.S. Government Agencies 42,526 1,764 5.53% 75,000 3,282 5.85% 66,769
Other CMO's 48,330 2,021 5.58% 25,833 1,211 6.25% 59,591
State & Municipal Agencies 17,495 577 5.80% 19,889 610 5.42% 17,172
CCB&T Securities 72,112 3,047 5.67% 49,966 2,342 6.25% 50,411
Other Securities 89,530 3,759 5.60% 119,417 5,440 6.07% 57,008
---------- ------- ------ -------- ------- ------ --------
Total Investments 427,303 17,767 5.62% 352,327 15,802 6.06% 360,536
Residential R.E. Loans 236,642 12,941 7.29% 230,250 14,437 8.36% 155,284
Commercial R.E. Loans 206,832 14,694 9.50% 203,242 14,218 9.35% 195,653
Commercial Loans 73,932 5,482 9.91% 73,321 5,348 9.75% 75,219
Commercial R.E. Mtg. - Constr. 11,404 788 9.24% 11,239 799 9.51% 10,739
Residential Mortgages - Constr. 32,037 1,497 6.25% 18,761 1,087 7.75% 10,993
Non-Rated IRB 1,730 106 11.86% 1,759 108 11.75% 2,510
Commercial Paper 0 0 0.00% 0 0 0.00% 0
Consumer Loans 13,710 992 9.69% 15,000 1,122 10.00% 18,450
MasterCard 0 0 0.00% 0 0 0.00% 10,960
Overdrafts 1,372 0 0.00% 0 0 0.00% 1,508
---------- ------- ------ -------- ------- ------ --------
Total Loans 577,659 36,502 8.45% 553,572 37,119 8.97% 481,316
Total Earning Assets 1,004,962 54,269 7.25% 905,899 52,921 7.64% 341,652
Total Non-Earning Assets 46,296 41,400 53,765
---------- ------- ------ -------- ------- ------ --------
TOTAL ASSETS $1,051,258 $54,269 6.92% $947,299 $52,921 7.49% $895,617
========== ======= ====== ======== ======= ====== ========
INTEREST BEARING LIABILITIES
- - ----------------------------
NOW Accounts $ 104,447 $ 1,035 1.32% $107,111 $ 1,619 2.02% $ 97,890
Regular Savings 67,701 1,210 2.39% 71,611 1,607 3.00% 64,537
The Cape Codder Account 93,074 2,812 4.04% 91,000 3,028 4.45% 89,629
Money Market Account 146,345 3,874 3.54% 145,333 4,348 4.00% 145,689
Other Time Deposits 149,799 6,051 5.40% 155,667 6,535 5.61% 136,694
---------- ------- ------ -------- ------- ------ --------
Total Interest-bearing Deposits 561,366 14,982 3.57% 570,722 17,137 4.01% 534,439
Borrowings
FHLB Borrowing 244,820 10,780 5.89% 142,644 6,353 5.95% 146,030
Other Borrowings 13,524 474 4.69% 11,444 406 4.74% 9,801
---------- ------- ------ -------- ------- ------ --------
Total Borrowings 258,344 11,254 5.82% 154,088 6,759 5.86% 155,831
Total Deposits and Borrowings 619,710 26,236 3.49% 724,810 23,896 3.53% 690,270
DDA Balances 146,980 138,444 131,828
Other Liabilities 6,281 6,000 3,626
Shareholder's Equity 78,287 78,045 69,893
---------- -------- --------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY $1,051,258 26,236 3.34% $947,299 23,896 3.37% $895,617
========== ------- ------ ======== ------- ------ ========
Net Interest Income: $28,033 $29,025
======= =======
As a % of Total Earning Assets 3.76% 4.31% 4.35%
========== ======== ========
As a % of Total Assets 3.58% 4.12% 4.09%
========== ======== ========
Average Equity to Average Assets 7.45% 8.24% 7.80%
========== ======== ========
Average Loans/Average Deposit 81.55% 78.06% 72.24%
========== ======== ========
Book Value $ 9.14 $ 9.01 $ 8.05
Market Price $ 17.26 $ 0.00 $ 17.13
Annual Dividend Rate $ 0.52 $ 0.52 $ 0.42
Dividend Yield 3.01% 0.00% 2.45%
</TABLE>
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
- - --------------------------------------------------------------------------------
PART II . OTHER INFORMATION
Item 1. Legal Proceedings.
The Bank is not involved in any material pending legal proceedings.
Item 2. Changes in Securities.
There have been no changes in securities of the Bank during the period
covered by this report.
Item 3. Defaults upon Senior Securities.
There have been no defaults upon senior securities.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to security holders during the period
covered by this report.
Item 5. Other Information.
There is nothing to report under this item.
Item 6. Exhibits and Reports on form 8-K.
(A) Exhibits
None.
(B) Reports on Form 8-K.
No report on Form 8-K has been filed during the period covered by
this report.
<PAGE>
Cape Cod Bank and Trust Company
Form 10-Q
September 30, 1998
- - --------------------------------------------------------------------------------
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.
(Registrant) Cape Cod Bank and Trust Company
--------------------------------------------------------------------
By (Signature and Title)* /s/ Noal D. Reid
_______________________________________________________
Noal D. Reid, Chief Financial Officer and Treasurer
Date November 10, 1998
____________________________________________________________________________
By (Signature and Title)* /s/ Daniel G. Barrie
_______________________________________________________
Daniel G. Barrie, Controller and Assistant Treasurer
Date November 10, 1998
____________________________________________________________________________
<PAGE>
EXHIBIT 99.6
NOTICE
by
CCBT BANCORP, INC.
to the
FEDERAL RESERVE BANK OF BOSTON
pursuant to
SECTION 225.17 OF REGULATION Y (12 C.F.R. (S)(S) 225.17)
for a
ONE-BANK HOLDING COMPANY FORMATION
CCBT Bancorp, Inc., Hyannis, Massachusetts, a Massachusetts corporation
("Bancorp"), hereby submits this notice (the "Notice") to the Federal Reserve
Bank of Boston ("Reserve Bank") under Section 225.17 of Regulation Y ("Section
225.17") of the proposed acquisition by Bancorp of 100% of the voting shares of
Cape Cod Bank and Trust Company, Hyannis, Massachusetts, a Massachusetts-
chartered trust company ("CCBT") (the "Proposed Reorganization"). CCBT currently
is a publicly held bank, with its stock listed on the Nasdaq National Market
System ("Nasdaq").
As more fully discussed below, the Proposed Reorganization involves a
change in the corporate structure of CCBT by which Bancorp would become the
holding company of CCBT and a unitary bank holding company with its stock traded
on Nasdaq. Further, CCBT believes a holding company structure provides more
flexibility to respond to market demands and thus will enable it to compete more
effectively against the much larger competitors that operate in its market.
The first part of this Notice describes the parties, purposes and terms
of the Proposed Reorganization. The second part then addresses each of the
specific requirements of Section 225.17. All factual information stated herein
has been provided by CCBT.
INTRODUCTION
DESCRIPTION OF THE PARTIES
Bancorp
Bancorp was organized as a Massachusetts corporate subsidiary of CCBT on
October 8, 1998 for the sole purpose of becoming the holding company of CCBT in
accordance with Massachusetts law. Upon completion of the Proposed
Reorganization, CCBT will be a wholly owned subsidiary of Bancorp, and Bancorp
will thereby become a bank holding company.
Bancorp currently is a shell subsidiary--it has no assets or liabilities
and does not conduct any business activity. When Bancorp becomes the holding
company of CCBT, its
<PAGE>
principal activities will be related to its ownership of CCBT stock. In the
future, upon receipt of all necessary regulatory approvals, Bancorp may acquire
banks or companies engaged in bank-related activities and may engage in such
activities as may be permitted by applicable law, although no such activities or
acquisitions are contemplated at this time.
CCBT
CCBT is a Massachusetts-chartered commercial bank with trust powers. The
present bank is the result of the merger between Hyannis Trust Company and Cape
Cod Trust Company in 1964 and the resulting entity's subsequent merger with
Buzzards Bay National Bank in 1974. All of CCBT's facilities are located in
Barnstable County, Massachusetts. In addition to the main office located in
Hyannis, there are 25 other banking offices located in Brewster, Buzzards Bay,
Centerville, Chatham, Dennis, South Dennis, Falmouth, East Harwich, Harwichport,
Hyannis, Mashpee, North Eastham, Orleans, Osterville, Pocasset, Provincetown,
Sandwich, South Yarmouth, Wellfleet and a Customer Service Center that is
located in South Yarmouth.
CCBT has 3 wholly-owned subsidiaries: TBM Development Corporation, which
holds and manages certain non-performing loans; CCB&T Brokerage Direct, Inc., a
broker-dealer for customers' securities transactions; and CCBT Securities
Corporation, a securities corporation engaged exclusively in bank-permissible
buying and selling of securities.
CCBT is the largest commercial bank headquartered in Barnstable County.
It offers a range of commercial banking services for individuals, businesses,
non-profit organizations, governmental units and fiduciaries. CCBT receives
substantially all of its deposits from and makes substantially all of its loans
to individuals and businesses on Cape Cod, Massachusetts.
CCBT's principal sources of revenue are loans and investments, which
accounted for 80% of CCBT's gross income during 1997. Of the remaining portion
of revenues, 3% was received from service charges. The balance of revenues was
derived from Trust Department income and other miscellaneous items. Banking
services for individuals include checking accounts, regular savings accounts,
NOW accounts, money market deposit accounts, certificates of deposit, club
accounts, mortgage loans, consumer loans, safe deposit services, trust services,
discount brokerage and investment services. In the latter category, a
substantial amount of CCBT's business involves acting as agent to purchase U.S.
Government securities for its customers. CCBT also owns and maintains 30
automated teller machines that are connected to the TX, AMEX, CIRRUS, NYCE,
EXCHANGE, and PLUS networks. Trust Department services include estate, tax
returns, agency, investment management, discount brokerage, custodial services,
and IRA accounts. CCBT has no involvement in foreign countries and does not
derive any of its income from foreign sources.
Upon completion of the Proposed Reorganization, CCBT will consider
conversion of its Massachusetts trust company charter to a national bank
charter.
2
<PAGE>
At June 30, 1998, CCBT had total assets of $1,162,481,000, total
deposits of $720,928,000, and total stockholders' equity of $79,794,000. For the
fiscal year ended December 31, 1997 and the six month period ended June 30,
1998, CCBT had net income of $13,248,536 and $16,874,000, respectively. On June
30, 1998, CCBT's leverage ratio was 7.75% and its Tier 1 risk-based and total
risk-based capital ratios were 11.36% and 12.60%, respectively. As a result,
CCBT is considered "well-capitalized" under applicable prompt corrective action
regulations. Copies of CCBT's 1997 Annual Report and most recent quarterly
report on Form 10-Q are attached hereto as Exhibit 1.
---------
PURPOSE OF THE TRANSACTION
The Board of Directors of CCBT believes that a holding company structure
will provide flexibility for meeting the future financial needs of CCBT and
responding to competitive conditions in the financial services market. For
example, although no transactions are presently contemplated, the holding
company structure will facilitate the acquisition of other banks as well as
other companies engaged in bank-related activities if and when opportunities
arise. In this regard, a holding company structure would permit an acquired
entity to operate on a more autonomous basis as a wholly-owned subsidiary of
Bancorp rather than as a division of CCBT. This more autonomous operation may be
decisive in acquisition negotiations. In addition, the stock of Bancorp might
serve as appropriate consideration in any such acquisition.
Moreover, as a bank holding company, Bancorp will not be subject to the
same regulatory restrictions as CCBT and may be able to acquire and invest more
freely in certain bank and bank-related activities as well as such other
activities as might be permitted by regulatory authorities. In addition, Bancorp
will not be subject to the same regulatory limitations on the amounts which it
can invest in its subsidiaries and other businesses and will not be required to
obtain regulatory approval before issuing shares of its capital stock, except
under certain circumstances. Providing even further operational flexibility,
repurchases of stock by Bancorp will not be subject to the same regulatory
approval as is required for such repurchases by CCBT.
DESCRIPTION OF THE PROPOSED REORGANIZATION
The Proposed Reorganization will be effected pursuant to a Plan of
Reorganization and Acquisition dated as of October 8, 1998, by and between
Bancorp and CCBT (the "Plan of Reorganization"), a copy of which is attached as
Exhibit 2 hereto, in accordance with Massachusetts General Laws, Chapter 172,
- - ---------
Section 26B ("Section 26B")./1/
__________________
/1/ The Plan of Reorganization provides that it shall not become effective
until all of the following shall have first occurred: (i) the Plan of
Reorganization shall have been approved by the affirmative vote of the holders
of two-thirds of the outstanding common stock of CCBT at a meeting of such
stockholders called for such purpose,
3
<PAGE>
In accordance with Section 26B, the Plan of Reorganization was approved
by the Boards of Directors of Bancorp and CCBT on October 8, 1998. The Plan of
Reorganization also is expected to be approved by the holders of more than two-
thirds of the outstanding shares of CCBT's common stock entitled to vote at a
special meeting of CCBT's stockholders to be held on December 4, 1998. A copy of
the proxy statement substantially in the form to be delivered to the
stockholders in connection with the Proposed Reorganization (the "Proxy
Statement") is attached hereto as Exhibit 3.
---------
Under the Plan of Reorganization, Bancorp will become the owner of all
the outstanding shares of the common stock of CCBT, and each stockholder of CCBT
who does not exercise dissenters' rights with respect to the Plan of
Reorganization will become the owner of one share of Bancorp common stock for
each share of common stock of CCBT held immediately prior to the consummation of
the Proposed Reorganization. On the effective date of the Proposed
Reorganization, each share of common stock of CCBT will be automatically
converted into and exchanged for one share of Bancorp common stock.
The number of shares of Bancorp common stock to be issued at the
effective time of the Proposed Reorganization will equal the number of shares of
common stock of CCBT issued and outstanding immediately prior thereto, less the
number of shares of common stock of CCBT held by dissenting stockholders. Shares
of Bancorp common stock that would have been issued had dissenting stockholders
not dissented will remain as authorized but unissued shares of Bancorp common
stock. The shares of Bancorp common stock that are outstanding prior to the
effective time of the Proposed Reorganization, all of which are presently held
by CCBT, will be cancelled as part of the Proposed Reorganization.
After consummation of the Proposed Reorganization, CCBT, as a subsidiary
of Bancorp, will continue to serve the communities it presently serves from its
existing office locations. In connection with the Proposed Reorganization, CCBT
currently intends to transfer up to $5 million to Bancorp in the form of a
capital contribution immediately prior to the
_________________________
(ii) the Plan of Reorganization shall have been approved by the Massachusetts
Commissioner of Banks and a copy of the Plan of Reorganization with his approval
endorsed thereon shall have been filed in his office, all as provided in Section
26B, (iii) any approval, consent or waiver required by the Board of Governors of
the Federal Reserve System shall have been received and any waiting period
imposed by applicable law shall have expired, (iv) CCBT shall have received a
favorable opinion from its counsel, satisfactory in form and substance to CCBT,
with respect to the federal income tax consequences of the Plan of
Reorganization and the acquisition contemplated thereby, (v) the shares of
Bancorp common stock to be issued to the holders of common stock of CCBT
pursuant to the Proposed Reorganization shall have been registered or qualified
for such issuance to the extent required under all applicable state securities
laws, and (vi) CCBT and Bancorp shall have obtained all other consents,
permissions and approvals and taken all actions required by law or agreement, or
deemed necessary by CCBT or Bancorp, prior to the consummation of the
acquisition provided for by the Plan of Reorganization and to Bancorp's having
and exercising all rights of ownership with respect to all of the outstanding
shares of common stock of CCBT acquired by it thereunder.
4
<PAGE>
effective date of the Proposed Reorganization. If such a transfer to Bancorp had
been made on June 30, 1998, the leverage, Tier 1 risk-based, and total risk-
based capital ratios of CCBT would have been approximately 7.30%, 10.64% and
11.88%, respectively. CCBT would therefore continue to be considered "well-
capitalized" under the applicable prompt corrective action regulations. As
discussed in the Proxy Statement, attached hereto as Exhibit 3, CCBT generally
---------
contemplates that the funds will provide Bancorp with flexibility in its ongoing
operations without having to rely on dividends from CCBT. For example, CCBT
intends for the funds to enable Bancorp to engage in general corporate
activities, such as paying the regular quarterly dividends that CCBT
historically has paid to its stockholders. Moreover, although no definitive
plans or corporate authorization has yet occurred with respect to this matter,
if market conditions warrant, Bancorp may at some point in the future engage in
a stock repurchase program or establish a nonbank subsidiary, all in full
accordance with Regulation Y. No debt would be incurred in connection with the
transfer, and, as demonstrated herein, CCBT would remain well-capitalized under
the applicable prompt corrective action guidelines after such transfer.
The Charter and By-laws of CCBT will not be affected in any material
respect by consummation of the Proposed Reorganization, and the Articles of
Organization and By-laws of Bancorp are substantially identical to those of
CCBT. The Cape Cod Bank and Trust Company 1997 Stock Option Plan will become a
plan of Bancorp. All other stock related benefit plans of CCBT will be unchanged
by the Proposed Reorganization, except that any plan which refers to the common
stock of CCBT, such as the Cape Cod Bank and Trust Company Employee Stock
Ownership Plan and Trust, will, following the completion of the Proposed
Reorganization, be deemed to refer instead to Bancorp common stock.
The Directors, officers and other employees of CCBT will be unchanged by
the Proposed Reorganization. The Board of Directors of Bancorp will initially
consist of six of the fourteen persons currently serving as members of the Board
of Directors of CCBT. The President and Chief Executive Officer, Chief Financial
Officer and the Clerk of Bancorp will initially be the persons currently
serving, respectively, as President and Chief Executive Officer, Chief Financial
Officer and Secretary of CCBT.
FEDERAL RESERVE BOARD REGULATION Y NOTICE REQUIREMENTS
Set forth below is a discussion of the relevant provisions of Federal
Reserve Board Regulation Y notice procedure which shows that the Proposed
Reorganization qualifies for eligibility under the notice procedures of Section
225.17(a), and specifically discusses why the Proposed Reorganization satisfies
each of the requirements set forth in Section 225.17(b) and otherwise merits
Federal Reserve System approval. For ease of review, the text of each applicable
item of Section 225.17 has been set forth in a "box" format.
5
<PAGE>
SECTION 225.17(A) ELIGIBILITY REQUIREMENTS
To qualify for the notice procedure under Section 225.17, a proposal
must satisfy the criteria set forth at Section 225.17(a). As discussed below,
the Proposed Reorganization satisfies each of the first seven conditions and
will satisfy the eighth condition upon expiration of the 30-day period following
notice to the Reserve Bank, assuming no objection or a request for an
application under Section 225.15 is received during such period.
(1) THE SHAREHOLDER OR SHAREHOLDERS WHO CONTROL AT LEAST 67 PERCENT OF
THE SHARES OF THE BANK WILL CONTROL, IMMEDIATELY AFTER THE
REORGANIZATION, AT LEAST 67 PERCENT OF THE SHARES OF THE HOLDING
COMPANY IN SUBSTANTIALLY THE SAME PROPORTION, EXCEPT FOR CHANGES IN
SHAREHOLDERS' INTERESTS RESULTING FROM THE EXERCISE OF DISSENTING
SHAREHOLDERS' RIGHTS UNDER STATE OR FEDERAL LAW;
In accordance with the Plan of Reorganization, Bancorp will become the
owner of all the outstanding shares of common stock of CCBT and each stockholder
of CCBT who does not exercise dissenters' rights with respect to the Plan of
Reorganization will become the owner of one share of Bancorp common stock for
each share of common stock of CCBT held immediately prior to the consummation of
the Proposed Reorganization. Accordingly, the Bank believes that this condition
will be satisfied.
(2) NO SHAREHOLDER, OR GROUP OF SHAREHOLDERS ACTING IN CONCERT, WILL,
FOLLOWING THE REORGANIZATION, OWN OR CONTROL 10 PERCENT OR MORE OF
ANY CLASS OF VOTING SHARES OF THE BANK HOLDING COMPANY, UNLESS THAT
SHAREHOLDER OR GROUP OF SHAREHOLDERS WAS AUTHORIZED, AFTER REVIEW
UNDER THE CHANGE IN BANK CONTROL ACT OF 1978 (12 U.S.C. 1817(J)) BY
THE APPROPRIATE FEDERAL BANKING AGENCY FOR THE BANK, TO OWN OR
CONTROL 10 PERCENT OR MORE OF ANY CLASS OF VOTING SHARES OF THE
BANK;
Currently, the Abel D. Makepeace Trust/u Will (the "Trust") and certain
related interests (including certain trustees who own shares of CCBT other than
in their fiduciary capacities and such trustees' spouses, minor children or
other relatives living in their home, or estates or trusts in which the trustees
have a beneficial interest) (the Trust and these related interests will be
collectively referred to herein as the "Trust and Related Interests") own or
control in the aggregate more than 10 percent of the common stock of CCBT (see
chart attached as Exhibit 4). As discussed in greater detail below, ownership by
---------
these parties of CCBT common stock dates back to May 15, 1974, the effective
date of the merger between CCBT and Buzzards Bay National Bank in 1974.
Based on discussions with the Reserve Bank, we understand that ownership
of 10 percent or more of any class of voting shares of CCBT that predates the
Change in Bank Control Act of 1978 (12 U.S.C. 1817(j)) (the "CBCA") is deemed
not to affect CCBT's eligibility under Section 225.17(a)(2). As noted above, the
Trust and Related Interests have
6
<PAGE>
continuously held 10 percent or more of the outstanding shares of common stock
of CCBT since before 1978. See chart attached as Exhibit 4. Moreover, because
the Trust and Related Interests initially acquired their interest in CCBT when
Buzzards Bay National Bank merged with CCBT (by means of a conversion of one
share of Buzzards Bay common stock into four shares of CCBT common stock), we
believe that the Trust and Related Interests acquired CCBT stock in a
transaction that would have received substantially the equivalent regulatory
review to a notice under the CBCA.
No other stockholders, or group of stockholders acting in concert, have
acquired ownership or control of 10 percent or more of any class of voting
shares of CCBT since 1978 or, based on CCBT's current stockholders as of October
6, 1998 (a list of which is attached hereto as Confidential Exhibit 5), are
----------------------
expected to own or control 10% or more of any class of voting shares of Bancorp
following the Proposed Reorganization./2/
Further, based on the foregoing, no company (other than Bancorp) is
expected to be required to register as a bank holding company as a result of the
Proposed Reorganization, a possibility contemplated by footnote 4 to Section
225.17. Furthermore, as indicated above, Bancorp is not being organized in
mutual form.
Finally, the Trust is not a bank holding company as defined by Section
2(a) of the Bank Holding Company Act of 1956, as amended, or Section 225.2(c)(1)
of Regulation Y because it does not constitute "a company ... that has direct or
indirect control of a bank." The Trust is not a "company," as defined by Section
225.2(d)(1), because by its terms the Trust must terminate within 21 years and
10 months after the death of individuals living on the effective date of the
trust.
(3) THE BANK IS ADEQUATELY CAPITALIZED (AS DEFINED IN SECTION 38 OF THE
FEDERAL DEPOSIT INSURANCE ACT (12 U.S.C. 1831O));
As is discussed in the Introduction, CCBT currently is well-capitalized
under applicable prompt corrective action regulations.
(4) THE BANK HAS RECEIVED AT LEAST A COMPOSITE "SATISFACTORY" RATING AT
ITS MOST RECENT EXAMINATION, IN THE EVENT THAT THE BANK WAS
EXAMINED;
As demonstrated in the certificate attached hereto as Confidential
------------
Exhibit 6, the requirements of Section 225.17(a)(4) have been satisfied.
- - ---------
_______________________
/2/ CCBT has not become aware of any information since October 6, 1998,
which indicates any significant shift in stock ownership since October 6, 1998,
or that any such shift will occur prior to the consummation of the Proposed
Reorganization.
7
<PAGE>
(5) AT THE TIME OF THE REORGANIZATION, NEITHER THE BANK NOR ANY OF ITS
OFFICERS, DIRECTORS, OR PRINCIPAL SHAREHOLDERS IS INVOLVED IN ANY
UNRESOLVED SUPERVISORY OR ENFORCEMENT MATTERS WITH ANY APPROPRIATE
FEDERAL BANKING AGENCY;
Neither CCBT nor any of its officers or directors is involved in any
unresolved supervisory or enforcement matters with any appropriate federal
banking agency. CCBT is not aware of any principal shareholders (as defined in
Section 225(2)(n)(2) of Regulation Y) being involved in any unresolved
supervisory or enforcement matters with any appropriate federal banking agency.
(6) THE COMPANY DEMONSTRATES THAT ANY DEBT THAT IT INCURS AT THE TIME
OF THE REORGANIZATION, AND THE PROPOSED MEANS OF RETIRING THIS
DEBT, WILL NOT PLACE UNDUE BURDEN ON THE HOLDING COMPANY OR ITS
SUBSIDIARY ON A PRO FORMA BASIS;
--- -----
Bancorp will not assume any debt at the effective time of the Proposed
Reorganization.
(7) THE HOLDING COMPANY WILL NOT, AS A RESULT OF THE REORGANIZATION,
ACQUIRE CONTROL OF ANY ADDITIONAL BANK OR ENGAGE IN ANY ACTIVITIES
OTHER THAN THOSE OF MANAGING AND CONTROLLING BANKS; AND
Bancorp, as a result of the Proposed Reorganization, will only directly
acquire CCBT and indirectly acquire CCBT's existing subsidiaries. Bancorp has no
current plans to acquire any other banking or nonbanking interests. Attached as
Confidential Exhibit 7 hereto is a pro forma organizational chart for Bancorp.
- - ---------------------- --- -----
(8) DURING THIS PERIOD, NEITHER THE APPROPRIATE RESERVE BANK NOR THE
BOARD OBJECTED TO THE PROPOSAL OR REQUIRED THE FILING OF AN
APPLICATION UNDER SECTION 225.15 OF THIS SUBPART.
Expiration of the 30-day period following receipt of this Notice by the
Reserve Bank without such objection or request will satisfy this requirement.
8
<PAGE>
SECTION 225.17(B) NOTICE REQUIREMENTS
As shown above, the Bank believes that the Proposed Reorganization
qualifies for the notice procedure under Section 225.17. Set forth below is
additional information required under Section 225.17(b) of Regulation Y in
support of the Bank's request for approval of the Proposed Reorganization.
(1) CERTIFICATION BY THE NOTIFICANT'S BOARD OF DIRECTORS THAT THE
REQUIREMENTS OF 12 U.S.C. 1842(A)(C) AND THIS SECTION ARE MET BY
THE PROPOSAL;
A copy of the required certification by Bancorp is attached as Exhibit 8
---------
hereto.
(2) A LIST IDENTIFYING ALL PRINCIPAL SHAREHOLDERS OF THE BANK PRIOR TO
THE REORGANIZATION AND OF THE HOLDING COMPANY FOLLOWING THE
REORGANIZATION, AND SPECIFYING THE PERCENTAGE OF SHARES HELD BY
EACH PRINCIPAL SHAREHOLDER IN THE BANK AND PROPOSED TO BE HELD IN
THE NEW HOLDING COMPANY;
Besides the Trust discussed above, CCBT had no principal shareholders
(as defined in Section 225(2)(n)(2) of Regulation Y) as of October 6, 1998, and
none are contemplated to exist at the consummation of the Proposed
Reorganization. A list of all stockholders of CCBT as of October 6, 1998, is
attached hereto as Confidential Exhibit 5.
----------------------
(3) A DESCRIPTION OF THE RESULTING MANAGEMENT OF THE PROPOSED BANK
HOLDING COMPANY AND ITS SUBSIDIARY BANK, INCLUDING (I) BIOGRAPHICAL
INFORMATION REGARDING ANY SENIOR OFFICERS AND DIRECTORS OF THE
RESULTING BANK HOLDING COMPANY WHO WERE NOT SENIOR OFFICERS OR
DIRECTORS OF THE BANK PRIOR TO THE REORGANIZATION; AND (II) A
DETAILED HISTORY OF THE INVOLVEMENT OF ANY OFFICER, DIRECTOR, OR
PRINCIPAL SHAREHOLDER OF THE RESULTING BANK HOLDING COMPANY IN ANY
ADMINISTRATIVE OR CRIMINAL PROCEEDING; AND
Management of CCBT will remain unchanged after the effective time of the
Proposed Reorganization. A list of the management of Bancorp after the effective
time of the Proposed Reorganization is attached as Exhibit 9 hereto. As
---------
discussed above, the initial directors of Bancorp will consist of six of the
fourteen persons currently serving as members of the Board of Directors of CCBT.
The President and Chief Executive Officer, Chief Financial Officer and the Clerk
of Bancorp will initially be the persons serving as, respectively, President and
Chief Executive Officer, Chief Financial Officer and Secretary of CCBT. No
officer or director is involved in any administrative or criminal proceeding.
CCBT is not aware of any principal shareholder being involved in any
administrative or criminal proceeding.
9
<PAGE>
(4) PRO FORMA FINANCIAL STATEMENTS FOR THE HOLDING COMPANY, AND
---------
A DESCRIPTION OF THE AMOUNT, SOURCE, AND TERMS OF DEBT, IF ANY,
THAT THE BANK HOLDING COMPANY PROPOSES TO INCUR, AND INFORMATION
REGARDING THE SOURCES AND TIMING FOR DEBT SERVICE AND RETIREMENT.
CCBT's 1997 year-end and most recent quarterly balance sheets and income
statements are included in its annual report and quarterly report on Form 10-Q,
attached hereto as Exhibit 1. Attached hereto as Confidential Exhibit 10 are a
--------- -----------------------
pro forma consolidated balance sheet at June 30, 1998 for Bancorp and pro forma
- - --- ----- --- -----
capital ratios as of June 30, 1998 for CCBT. As discussed more fully above,
Bancorp will incur no debt at the effective time of the Proposed Reorganization.
REQUEST FOR CONFIDENTIAL TREATMENT
Bancorp requests the Federal Reserve System to accord confidential
treatment to the materials in the separately bound Confidential Exhibits volume
in accordance with Part 261 of the Rules of the Board of Governors Regarding
Disclosure of Information and applicable exemptions from the Freedom of
Information Act. The materials contained in the Confidential Exhibits volume
include privileged and confidential commercial and financial information that is
not otherwise publicly available and disclosure of which would likely cause
significant competitive harm to Bancorp and CCBT, and material that is contained
in, or related to, confidential supervisory information prepared by a federal
financial institution supervisory agency that deems such information
confidential. Examples of this type of information include the pro forma
--- -----
financial statements for Bancorp and CCBT, the list of stockholders of CCBT, and
a certificate regarding CCBT's rating at its most recent examination. As such,
these materials are exempt from public disclosure requirements and entitled to
confidential treatment under (S)(S)(S)(S) 261.8(a)(2) and (a)(3) and (S)(S)
261.17 of the Board'S Rules and the Freedom of Information Act, 5 U.S.C. (S)(S)
552(b).
10
<PAGE>
We appreciate your attention to this Notice. Please confirm receipt of
an original and 6 copies of this Notice, including the Confidential Exhibits
volume provided herewith, by signing or date-stamping the enclosed receipt copy
of this letter and returning it to the messenger. As always, if you require
additional information or have any questions concerning this Notice, please do
not hesitate to call me at (617) 570-1374 or William Pratt Mayer at (617) 570-
1534.
Sincerely,
/s/ Josefina Rotman Childress
Josefina Rotman Childress
cc: Stephen B. Lawson
President and Chief Executive Officer
John S. Burnett
Vice President and Secretary
Paul W. Lee, P.C.
William Pratt Mayer
11
<PAGE>
EXHIBIT 99.7
THE COMMONWEALTH OF MASSACHUSETTS
DIVISION OF BANKS
LEVERETT SALTONSTALL BUILDING
100 CAMBRIDGE STREET, BOSTON, MASSACHUSETTS 02202
APPLICATION FOR ACQUISITION OF A BANK BY A COMPANY
--------------------------------------------------
PURSUANT TO MASSACHUSETTS GENERAL LAWS CHAPTER 172, SECTION
26B, APPLICATION IS HEREBY MADE BY
APPLICANT: CCBT Bancorp, Inc.
-----------------
ADDRESS: 307 Main Street
---------------
Hyannis, Massachusetts 02601
----------------------------
MAILING ADDRESS,
IF DIFFERENT: P.O. Box 1180
-------------
South Yarmouth, Massachusetts 02664-0180
----------------------------------------
TELEPHONE: (508) 394-1300
--------------
FOR WRITTEN APPROVAL OF THE COMMISSIONER OF BANKS TO ACQUIRE THE FOLLOWING BANK.
BANK TO BE
ACQUIRED: Cape Cod Bank and Trust Company
-------------------------------
ADDRESS: 307 Main Street
---------------
Hyannis, Massachusetts 02601
----------------------------
TELEPHONE: (508) 394-1300
--------------
THREE COPIES OF THIS APPLICATION MUST BE FILED WITH AN APPLICATION FEE IN
THE AMOUNT OF $1,500.00 PAYABLE TO THE DIVISION OF BANKS.
APPLICATION
COORDINATOR: Josefina R. Childress, Esq.
--------------------------
TITLE: Attorney
--------
ADDRESS: Goodwin, Procter & Hoar LLP
----------------------------
Exchange Place
--------------
Boston, MA 02109
----------------
TELEPHONE: (617) 570-1374
--------------
DATE: December 7, 1998
----------------
<PAGE>
INTRODUCTORY STATEMENT
----------------------
CCBT Bancorp, Inc., a corporation organized under the laws of the
Commonwealth of Massachusetts ("Bancorp"), hereby applies to the Massachusetts
Commissioner of Banks ("Commissioner of Banks") pursuant to Massachusetts
General Laws, Chapter 172, Section 26B ("Section 26B") for approval of its
acquisition of all of the capital stock of Cape Cod Bank and Trust Company, a
Massachusetts-chartered trust company ("CCBT") (such acquisition hereinafter
referred to as the "Proposed Reorganization"). All factual information stated
herein has been provided by CCBT.
As more fully discussed below, the Proposed Reorganization involves a
change in the corporate structure of CCBT by which Bancorp would become the
holding company of CCBT and a unitary bank holding company with its stock traded
on Nasdaq. CCBT believes a holding company structure provides more flexibility
to respond to market demands and thus will enable it to compete more effectively
against the much larger competitors that operate in its market.
Description of the Parties
- - --------------------------
A. Bancorp
-------
Bancorp was organized as a Massachusetts corporate subsidiary of CCBT on
October 8, 1998 for the sole purpose of becoming the holding company of CCBT in
accordance with Massachusetts law. Upon completion of the Proposed
Reorganization, CCBT will be a wholly owned subsidiary of Bancorp, and Bancorp
will thereby become a bank holding company.
Bancorp currently is a shell subsidiary--it has no assets or liabilities
and does not conduct any business activity. When Bancorp becomes the holding
company of CCBT, its principal activities will be related to its ownership of
CCBT stock. In the future, upon receipt of all necessary regulatory approvals,
Bancorp may acquire banks or companies engaged in bank-related activities and
may engage in such activities as may be permitted by applicable law, although no
such activities or acquisitions are contemplated at this time. In any event, in
accordance with Section 26B, Bancorp will engage directly or indirectly only in
such activities as are now or may hereafter be proper activities for bank
holding companies registered under the Bank Holding Company Act of 1956 (the
"BHC Act").
B. CCBT
----
CCBT is a Massachusetts-chartered commercial bank with trust powers. The
present bank is the result of the merger between Hyannis Trust Company and Cape
Cod Trust Company in 1964 and the resulting entity's subsequent merger with
Buzzards Bay National Bank in 1974. All of CCBT's facilities are located in
Barnstable County, Massachusetts. In addition to the main office located in
Hyannis, there are 25 other banking offices located in Brewster, Buzzards Bay,
Centerville, Chatham, Dennis, South Dennis, Falmouth, East
<PAGE>
Harwich, Harwichport, Hyannis, Mashpee, North Eastham, Orleans, Osterville,
Pocasset, Provincetown, Sandwich, South Yarmouth, Wellfleet and a Customer
Service Center that is located in South Yarmouth.
CCBT has 3 wholly-owned subsidiaries: TBM Development Corporation, which
holds and manages certain non-performing loans; CCB&T Brokerage Direct, Inc., a
broker-dealer for customers' securities transactions; and CCBT Securities
Corporation, a securities corporation engaged exclusively in bank-permissible
buying and selling of securities.
CCBT is the largest commercial bank headquartered in Barnstable County.
It offers a range of commercial banking services for individuals, businesses,
non-profit organizations, governmental units and fiduciaries. CCBT receives
substantially all of its deposits from and makes substantially all of its loans
to individuals and businesses on Cape Cod, Massachusetts.
CCBT's principal sources of revenue are loans and investments, which
accounted for 80% of CCBT's gross income during 1997. Of the remaining portion
of revenues, 3% was received from service charges. The balance of revenues was
derived from Trust Department income and other miscellaneous items. Banking
services for individuals include checking accounts, regular savings accounts,
NOW accounts, money market deposit accounts, certificates of deposit, club
accounts, mortgage loans, consumer loans, safe deposit services, trust services,
discount brokerage and investment services. In the latter category, a
substantial amount of CCBT's business involves acting as agent to purchase U.S.
Government securities for its customers. CCBT also owns and maintains 30
automated teller machines that are connected to the TX, AMEX, CIRRUS, NYCE,
EXCHANGE, and PLUS networks. Trust Department services include estate, tax
returns, agency, investment management, discount brokerage, custodial services,
and IRA accounts. CCBT has no involvement in foreign countries and does not
derive any of its income from foreign sources.
Upon completion of the Proposed Reorganization, CCBT will consider
conversion of its Massachusetts trust company charter to a national bank
charter.
At September 30, 1998, CCBT had total assets of $1,201,130,000, total
deposits of $740,058,000, and total stockholders' equity of $82,741,000. For the
fiscal year ended December 31, 1997 and the nine month period ended September
30, 1998, CCBT had net income of $13,248,536 and $9,108,000, respectively. On
September 30, 1998, CCBT's leverage ratio was 6.89% and its Tier 1 risk-based
and total risk-based capital ratios were 11.44% and 12.67%, respectively. As a
result, CCBT is considered "well-capitalized" under applicable prompt corrective
action regulations. A copy of CCBT's most recent quarterly report on Form 10-Q
is attached hereto as Appendix H.
----------
2
<PAGE>
Description of the Transaction
- - ------------------------------
The Proposed Reorganization will be effected pursuant to a Plan of
Reorganization and Acquisition dated as of October 8, 1998, by and between
Bancorp and CCBT (the "Plan of Reorganization"), a copy of which is attached
hereto as part of Appendix A, in accordance with Section 26B./1/
----------
In accordance with Section 26B, the Plan of Reorganization was approved
by the Boards of Directors of Bancorp and CCBT on October 8, 1998 and by the
holders of more than two-thirds of the outstanding shares of CCBT's common stock
entitled to vote at a special meeting of CCBT's stockholders held on December 4,
1998. A copy of the proxy statement delivered to the stockholders in connection
with the Proposed Reorganization (the "Proxy Statement") is attached hereto as
Exhibit 1.
- - ---------
Under the Plan of Reorganization, Bancorp will become the owner of all the
outstanding shares of the common stock of CCBT, and each stockholder of CCBT who
does not exercise dissenters' rights with respect to the Plan of Reorganization
will become the owner of one share of Bancorp common stock for each share of
common stock of CCBT held immediately prior to the consummation of the Proposed
Reorganization. On the effective date of the Proposed Reorganization, each share
of common stock of CCBT will be automatically converted into and exchanged for
one share of Bancorp common stock.
The number of shares of Bancorp common stock to be issued at the effective
time of the Proposed Reorganization will equal the number of shares of common
stock of CCBT issued and outstanding immediately prior thereto, less the number
of shares of common stock of
______________________
/1/ The Plan of Reorganization provides that it shall not become effective
until all of the following shall have first occurred: (i) the Plan of
Reorganization shall have been approved by the affirmative vote of the holders
of two-thirds of the outstanding common stock of CCBT at a meeting of such
stockholders called for such purpose, (ii) the Plan of Reorganization shall have
been approved by the Massachusetts Commissioner of Banks and a copy of the Plan
of Reorganization with his approval endorsed thereon shall have been filed in
his office, all as provided in Section 26B, (iii) any approval, consent or
waiver required by the Board of Governors of the Federal Reserve System shall
have been received and any waiting period imposed by applicable law shall have
expired, (iv) CCBT shall have received a favorable opinion from its counsel,
satisfactory in form and substance to CCBT, with respect to the federal income
tax consequences of the Plan of Reorganization and the acquisition contemplated
thereby, (v) the shares of Bancorp common stock to be issued to the holders of
common stock of CCBT pursuant to the Proposed Reorganization shall have been
registered or qualified for such issuance to the extent required under all
applicable state securities laws, and (vi) CCBT and Bancorp shall have obtained
all other consents, permissions and approvals and taken all actions required by
law or agreement, or deemed necessary by CCBT or Bancorp, prior to the
consummation of the acquisition provided for by the Plan of Reorganization and
to Bancorp's having and exercising all rights of ownership with respect to all
of the outstanding shares of common stock of CCBT acquired by it thereunder.
3
<PAGE>
CCBT held by dissenting stockholders./2/ The shares of Bancorp common stock that
are outstanding prior to the effective time of the Proposed Reorganization, all
of which are presently held by CCBT, will be cancelled as part of the Proposed
Reorganization.
After consummation of the Proposed Reorganization, CCBT, as a subsidiary
of Bancorp, will continue to serve the communities it presently serves from its
existing office locations. In connection with the Proposed Reorganization, CCBT
currently intends to transfer up to $5 million to Bancorp in the form of a
capital contribution immediately prior to the effective date of the Proposed
Reorganization. If such a transfer to Bancorp had been made on September 30,
1998, the leverage, Tier 1 risk-based, and total risk-based capital ratios of
CCBT would have been approximately 6.49%, 10.73% and 11.97%, respectively. CCBT
would therefore continue to be considered "well-capitalized" under the
applicable prompt corrective action regulations.
The Charter and By-laws of CCBT will not be affected in any material
respect by consummation of the Proposed Reorganization, and the Articles of
Organization and By-laws of Bancorp are substantially identical to those of
CCBT. The Cape Cod Bank and Trust Company 1997 Stock Option Plan will become a
plan of Bancorp. All other stock related benefit plans of CCBT will be unchanged
by the Proposed Reorganization, except that any plan which refers to the common
stock of CCBT, such as the Cape Cod Bank and Trust Company Employee Stock
Ownership Plan and Trust, will, following the completion of the Proposed
Reorganization, be deemed to refer instead to Bancorp common stock.
The Directors, officers and other employees of CCBT will be unchanged by
the Proposed Reorganization. The Board of Directors of Bancorp will initially
consist of six of the fourteen persons currently serving as members of the Board
of Directors of CCBT. The President and Chief Executive Officer, Chief Financial
Officer and the Clerk of Bancorp will initially be the persons currently
serving, respectively, as President and Chief Executive Officer, Chief Financial
Officer and Secretary of CCBT.
In accordance with Section 26B, the expenses in connection with the
Proposed Reorganization and the development of the Plan of Reorganization, in
the aggregate, will not exceed 2% of the capital stock, surplus account and
undivided profits of CCBT.
________________________
/2/ No stockholders have asserted dissenters' rights following the
procedures set forth in Sections 86 to 98 of Chapter 156B of the Massachusetts
General Laws.
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APPLICATION FOR ACQUISITION OF A BANK BY A COMPANY
UNDER MASSACHUSETTS GENERAL LAWS CHAPTER 172, SECTION 26B
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PART A
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1. A written plan of acquisition.
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A copy of the Plan of Reorganization is included in Appendix A attached
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hereto.
2. A statement addressing the issues of whether competition among banking
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institutions will be unreasonably affected and whether public advantage
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will be promoted.
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Effect on Competition
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The Proposed Reorganization does not raise any competitive issues. The
Proposed Reorganization will not result in the addition of a new banking
presence to the markets presently served by CCBT or in the consolidation of
existing bank operations. CCBT's relative market share will not be altered by
the Proposed Reorganization. Following consummation of the Proposed
Reorganization, CCBT will continue to serve the same markets as it did prior to
the Proposed Reorganization and each of those markets will continue to be served
by a variety of significant financial institutions and will remain highly
competitive. Indeed, Barnstable County is adjacent to the Federal Reserve Board
defined "Boston Market," which includes the largest city in and financial
services focal point of New England.
Rather than raising competitive concerns, it is expected that the Proposed
Reorganization will promote healthy competition in the geographic market areas
now served by CCBT. As in the remainder of the United States, the banking
industry in the area serviced by CCBT has experienced substantial consolidation,
with CCBT now facing significant competition from several competitors much
larger in asset size and deposits. The bank holding company structure will
provide flexibility for meeting the future financial needs of CCBT and
adequately responding to the increasing demands of the financial services
market.
Public Advantage
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The Proposed Reorganization is expected to promote public advantage and
result in net new benefits in several respects. First, as a bank holding
company, Bancorp will not be subject to the same regulatory restrictions as
CCBT, and will be able to acquire and invest more freely in certain bank and
bank-related activities as well as such other activities as might be permitted
by regulatory authorities. Second, although no new consumer and business
services are currently contemplated, it is anticipated that the bank holding
company structure will facilitate the provision of new, wide ranging financial
services to consumers and businesses in CCBT's market areas in response to
market demands.
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The anticipated operating efficiencies, financial strength and flexibility
gained by the Proposed Reorganization should over time result in the following
other "net new benefits:" (1) capital investments; (2) job creation for
Massachusetts citizens; and (3) a continued commitment by CCBT to maintain and
open branches in its delineated local community, as market conditions warrant.
As to capital investments, although no significant capital investments are
currently contemplated in connection with the Proposed Reorganization, CCBT and
Bancorp believe that the expanded business opportunities that will result from
the bank holding company structure and any operating efficiencies gained thereby
will lead to increased profits and retained earnings. This strengthened
financial position will help meet the lending demands of CCBT's communities and
enhance CCBT's ability to service the needs of both the citizens and the
businesses of its communities.
As to job creation, Bancorp's ability to invest in certain bank and
bank-related activities may result in the expansion of its business, which could
translate into more job opportunities for Massachusetts citizens. Furthermore,
in addition to the potential for internal capital investments and job creation,
CCBT's contemplated enhanced ability to act as a source of financial services
for the communities it serves should assist the businesses and citizens in those
communities to expand and create jobs in their markets. This community benefit
is even further augmented by CCBT's commitment to the low and middle income
residents in those areas as demonstrated by its most recent satisfactory
Community Reinvestment Act rating.
Finally, as to branch issues, CCBT has historically demonstrated its
commitment to maintain and open branches in its communities. No branch closings
are expected to result from the Proposed Reorganization. Instead, it is
anticipated that the flexibility and financial strength that will result from
the Proposed Reorganization will enable CCBT to continue to open or acquire
additional branches within its communities, as market conditions warrant.
As the foregoing demonstrates, the Proposed Reorganization is anticipated
to have a positive effect on competition and is also anticipated to result in
public advantage, including net new benefits. More generally, the proposed
holding company structure is anticipated to permit Bancorp and CCBT to
effectively compete against competitors having a substantially larger percentage
of deposits in their markets.
3. A statement on the financing plans for the company.
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As mentioned in the Introductory Statement, in connection with the Proposed
Reorganization and in accordance with applicable law, CCBT currently
contemplates to transfer up to approximately $5 million to Bancorp. A transfer
of $5 million to Bancorp would reduce CCBT's stockholders' equity as of
September 30, 1998, to approximately $77.7 million. If such a transfer to
Bancorp had been made on September 30, 1998, the leverage, Tier 1 risk-based,
and total risk-based capital ratios of CCBT would have been approximately
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6.49%, 10.73 % and 11.97%, respectively, resulting in its still being considered
"well- capitalized" under applicable prompt corrective action regulations.
Attached as Exhibit 2 hereto is a table which sets forth (i) the
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consolidated capitalization of CCBT as of September 30, 1998; (ii) the pro forma
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consolidated capitalization of CCBT as of September 30, 1998 after giving effect
to the Proposed Reorganization (which reflects the proposed transfer of $5
million from CCBT's undivided profits to Bancorp); and (iii) the pro forma
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capitalization of Bancorp on a consolidated basis after giving effect to the
Proposed Reorganization. Neither CCBT nor Bancorp plans to incur any debt in
connection with the Proposed Reorganization.
4. A statement on the business objectives of the company.
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The Board of Directors of CCBT believes that a holding company structure
will provide flexibility for meeting the future financial needs of CCBT and
responding to competitive conditions in the financial services market. For
example, although no transactions are presently contemplated, the holding
company structure will facilitate the acquisition of other banks as well as
other companies engaged in bank-related activities if and when opportunities
arise. In this regard, a holding company structure would permit an acquired
entity to operate on a more autonomous basis as a wholly owned subsidiary of
Bancorp rather than as a division of CCBT. This more autonomous operation may be
decisive in acquisition negotiations. In addition, the stock of Bancorp might
serve as appropriate consideration in any such acquisition.
Moreover, as a bank holding company, Bancorp will not be subject to the
same regulatory restrictions as CCBT, and will be able to acquire and invest
more freely in certain bank and bank-related activities as well as such other
activities as might be permitted by regulatory authorities. In addition, Bancorp
will not be subject to the same regulatory limitations on the amounts which it
can invest in its subsidiaries and other businesses and will not be required to
obtain regulatory approval before issuing shares of its capital stock, except
under certain circumstances. Furthermore, although CCBT is allowed to effect
stock repurchases under state law, such repurchases by CCBT would be subject to
regulatory approval under federal and Massachusetts banking laws while stock
repurchases by Bancorp would not require state or federal approval, except in
limited circumstances.
5. Provide a copy of a prospectus and any other information describing the
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transaction.
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A copy of the Proxy Statement, which includes a description of the
Proposed Reorganization, is attached hereto as Exhibit 1.
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6. Provide a corporate structure chart for the company and the bank which
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includes any subsidiaries. Indicate the relational structure of the
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corporate entities including all subsidiaries.
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A copy of an organizational chart for Bancorp and CCBT, including CCBT's
subsidiaries, TBM Development Corporation, CCB&T Brokerage Direct, Inc. and CCBT
Securities Corporation, is attached hereto as Exhibit 3.
7. Provide information on all required regulatory approvals necessary to
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complete the transaction; include information on the status of each
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application and include a copy of any approvals received.
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In connection with the Proposed Reorganization, on October 26, 1998,
Bancorp filed a notice with the Federal Reserve Bank of Boston (the "Reserve
Bank") pursuant to Section 225.17 of Regulation Y (12 C.F.R. ss. 225.17) to form
a bank holding company (the "FRB Notice"). Subsequently, the Reserve Bank
informed Bancorp that the FRB Notice would be processed as an application under
delegated authority pursuant to Section 225.15 of Regulation Y (12 C.F.R. ss.
225.15) and requested certain additional information (the "FRB Comment Letter").
On November 12, 1998, Bancorp submitted a response to the FRB Comment Letter
(the "Response to FRB Comment Letter"). Copies of the FRB Notice and the
Response to FRB Comment Letter, excluding any confidential sections, are being
submitted in separately bound volumes.
PART B
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If applicable, submit a request for approval to acquire more than ten
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percent of a savings bank or a co-operative bank in stock form pursuant to
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209 CMR 33.08(6)(c) and include the date of such conversion.
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This item is not applicable.
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