SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 1995
CHITTENDEN CORPORATION
(Exact name of Registrant
as specified in charter)
Vermont 0-7974 03-0228404
(State or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
Two Burlington Square, Burlington, Vermont 05402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (802) 660-1410
Not Applicable
(Former name or former address,
if changed since last report)
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September 19, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D. C. 20459
RE: CHITTENDEN CORPORATION CURRENT REPORT ON FORM 8-K
REGISTRATION NUMBER 0-7974
To Whom it May Concern:
Pursuant to 8-K filing requirements, under the Securities and Exchange Act of
1934, there is appended to this transmittal, an electronic file of the current
report (on Form 8-K) of Chittenden Corporation, Two Burlington Square,
Burlington, Vermont 05401.
If you have any questions concerning this report, please telephone the
undersigned at (802) 660-1410.
Kindly acknowledge receipt of this letter by COMPUSERVE E-MAIL.
Very truly yours,
S/ F. SHELDON PRENTICE
SECRETARY
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ITEM 5. OTHER EVENTS
On September 19, 1995, the Registrant announced that they signed a definitive
agreement whereby Chittenden would acquire Flagship Bank and Trust Company in an
exchange of stock in which Flagship holders will receive 1.2 shares of
Chittenden stock for each share of Flagship.
A copy of the press release dated September 19, 1995 is attached as an exhibit
to this Form 8-K.
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EXHIBIT
September 19, 1995
FOR IMMEDIATE RELEASE 57/95
CHITTENDEN TO ACQUIRE FLAGSHIP BANK AND TRUST COMPANY IN STOCK SWAP
Burlington, VT - Chittenden Corporation (NASDAQ:CNDN) and Flagship Bank and
Trust Company, Worcester, MA, announced today that they signed a definitive
agreement whereby Chittenden would acquire Flagship Bank and Trust Company for
stock. Consummation of the agreement is subject to appropriate regulatory and
stockholder approvals and is expected to occur in the first quarter of 1996.
In announcing the agreement, Paul A. Perrault, Chittenden's President and Chief
Executive Officer, said, " Flagship Bank and Trust Company has a community
banking focus which is similar to Chittenden's own business philosophy. This
transaction provides an excellent opportunity for Chittenden. In addition, the
combination will broaden the array of financial services that Flagship Bank and
Trust Company offers to its customers."
Donald J. McGowan, President of Flagship Bank and Trust Company, commented,
"This transaction will accelerate our ability to provide a wider range of
services to our market. Chittenden understands community banking and the need
to keep local bankers with authority in place. The transaction also provides
our shareholders with fair value for their holdings while increasing liquidity
and offering an opportunity to continue their interest in a premier regional
banking company."
Mr. Perrault stated, "I am looking forward to supporting the officers and
directors of Flagship Bank and Trust Company as they continue pursuing their
goal of being the most important bank in their market. We see lots of good
things in the Worcester area. It's home to 16,000 small businesses, and more
than 6 million people live within an hour's drive."
He added, "This acquisition is another excellent example of Chittenden's
strategic objectives in this arena. It provides us the opportunity to be a
meaningful player in a substantial marketplace with a franchise poised for
growth. The operating plan emphasizes local bankers delivering a comprehensive
product line. We expect the acquisition to be accretive to Chittenden's
earnings within the first twelve months after closing."
Earlier this year, Chittenden acquired the Bank of Western Massachusetts, a $240
million bank in Springfield, MA.
Under the agreement announced today, stockholders of Flagship Bank and Trust
Company will receive 1.20 shares of Chittenden for each share of Flagship
owned. Total shares outstanding of Chittenden will increase by approximately 1.4
million shares to a total of 9.6 million shares after the acquisition. The
agreement permits Flagship to terminate the transaction if the average closing
price of Chittenden during the pricing period falls below $23.25. In connection
with signing the definitive agreement, Flagship granted Chittenden an option,
exercisable upon the occurrence of certain events, to acquire up to 24.9% of
Flagship in newly issued common stock at an exercise price of $20.00 per share.
Flagship Bank and Trust Company specializes in providing banking services to
small businesses and consumers through five offices located in Worcester and
Leominster, MA. The bank had total assets of $256 million at June 30, 1995,
with $151 million in loans, $208 million in deposits, and $17 million in
stockholders equity. Following completion of the transaction, Flagship Bank and
Trust Company will operate as an separate unit of Chittenden, maintaining its
name and senior management team. The current Board of Directors will remain in
place.
Mr. McGowan noted, "The transaction follows on the heels of a working
relationship the two firms have established over the past year. In working
together, we have found that our community banking policies and philosophies are
very similar. This is good news for Worcester and for our customers, employees,
and stockholders."
Chittenden Corporation is a bank holding company with headquarters in
Burlington, VT. Chittenden's assets were $1.5 billion at June 30, 1995. Its
subsidiary banks are Chittenden Bank and the Bank of Western Massachusetts. The
company offers a broad range of financial products and services, including
deposit accounts and services; commercial, consumer, and public sector loans;
and investment and trust services to businesses, individuals, and the public
sector.
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SIGNATURES
Pursuant to the requirements of the Securities exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHITTENDEN CORPORATION
(Registrant)
BY: /S/ F. SHELDON PRENTICE, SECRETARY
