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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission File Number 1-15781
BERKSHIRE HILLS BANCORP, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 04-3510455
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
24 North Street, Pittsfield, Massachusetts 01201
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(Address of principal executive offices) (Zip Code)
(413) 443-5601
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(Issuer's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changes since last report)
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.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: the Issuer had no shares of
common stock, par value $0.01 per share, outstanding as of June 23, 2000.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
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Berkshire Hills Bancorp, Inc. (the "Company") is a recently formed holding
company, formed for the purpose of acquiring all of the common stock of
Berkshire Bank (the "Bank") concurrent with the conversion of Berkshire Bancorp,
the mutual holding company of the Bank, from the mutual to stock form of
organization. At this time and until the conversion is complete, Berkshire Hills
Bancorp, Inc. is a noncapitalized shell corporation with no business activities.
The financial statements of Berkshire Hills Bancorp, Inc., which are set forth
after Item 3 below, reflect such status. For a further discussion of Berkshire
Hills Bancorp, Inc.'s formation and intended operations see "Business of
Berkshire Hills" in the Company's 424(b)(3) Prospectus (the "Prospectus") as
filed on May 26, 2000. Such description of Berkshire Hills Bancorp, Inc. is
incorporated herein by reference and attached hereto as Exhibit 99.1.
Additionally, the "Recent Developments" section on pages 16 through 19 of the
Prospectus is incorporated herein by reference and attached hereto as Exhibit
99.2. Such Recent Developments section presents financial information regarding
the Bank for the three months ended and at March 31, 2000, including a
"Management's Discussion and Analysis of Recent Developments." Upon completion
of its conversion, the Bank will become the wholly-owned subsidiary of the
Company.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations.
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See Item 1.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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Market Risk.
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See Item 1.
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BERKSHIRE HILLS BANCORP, INC.
STATEMENTS OF CONDITION
At March 31, At December 31,
2000 1999
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Assets............................... $ -- NA
Expenses............................. $ -- NA
See accompanying notes to financial statements.
STATEMENTS OF OPERATIONS
For the Three Months
Ended March 31, 2000
----------------------
Income............................... $ --
Expenses............................. $ --
Net income..................... $ --
See accompanying notes to financial statements.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2000
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Additional
Common Paid-in Retained
Stock Capital Earnings Total
---------- ---------- -------- ----------
Balance December 31, 1999.. $ -- $ -- $ -- $ --
Balance March 31, 2000..... $ -- $ -- $ -- $ --
See accompanying notes to financial statements.
STATEMENTS OF CHANGES IN CASH FLOW
For the Three Months Ended March 31,
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2000 1999
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Funds provided............................ $ -- NA
Funds used................................ $ -- NA
See accompanying notes to financial statements.
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BERKSHIRE HILLS BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
1. General
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Berkshire Hills Bancorp, Inc. is a recently formed holding company formed
for the purpose of acquiring all of the common stock of Berkshire Bank
concurrent with the conversion of Berkshire Bancorp, the mutual holding company
of the Bank, from the mutual to the stock form of organization. At March 31,
2000, Berkshire Hills Bancorp, Inc. was a shell corporation with no business
activities and no assets.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
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None.
Item 2. Changes in Securities and Use of Proceeds.
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None.
Item 3. Defaults Upon Senior Securities.
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None.
Item 4. Submission of Matters to a Vote of Security Holders.
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None.
Item 5. Other Information.
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None.
Item 6. Exhibits and Reports on Form 8-K (ss.249.308 of this Chapter).
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Exhibit 27.0 Financial Data Schedule
Exhibit 99.1 Berkshire Hills Bancorp, Inc.
Exhibit 99.2 Financial Information for the Three Months Ended
March 31, 2000
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BERKSHIRE HILLS BANCORP, INC.
Date: June 22, 2000 By: /s/ James A. Cunningham, Jr.
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James A. Cunningham, Jr.
President and Chief Executive Officer
Date: June 22, 2000 By: /s/ Charles F. Plungis, Jr.
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Charles F. Plungis, Jr.
Senior Vice President, Treasurer
and Chief Financial Officer
