<PAGE>
May 5, 1999
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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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): May 5, 1999
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 05401
(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)
<PAGE>
ITEM 5. OTHER EVENTS
On May 4, 1999 the registrant announced that Charter One Financial, Inc.'s
principal subsidiary, Charter One Bank, F.S.B. had signed a definitive agreement
with Chittenden Corporation to purchase 14 Vermont National Bank offices along
with approximately $400 million in deposits and $120 million in commercial
loans. A copy of the press release dated May 4, 1999 is attached as an exhibit
to this Form 8-K.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER PAGE NUMBER
(28) Additional Exhibits 5
Press Release related to announcement:
Charter One Agrees to Acquire 14 Vermont
National Bank Offices from Chittenden
<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.
CHITTENDEN CORPORATION
(Registrant)
BY: /S/ F. Sheldon Prentice, Secretary
FOR IMMEDIATE RELEASE
Tuesday, May 4, 1999
CHARTER ONE CONTACTS: CHITTENDEN CORPORATION CONTACTS:
Investors: Ellen Batkie (800) 262-6301 Investors: Kirk Walters (802) 660-1561
Media: William Dupuy (216) 566-5311 Media: Cynthia Gubb (802) 660-1367
(Press Release #33/1999)
CHARTER ONE AGREES TO ACQUIRE 14 VERMONT NATIONAL BANK OFFICES FROM CHITTENDEN
CLEVELAND, Ohio, May 4, 1999 Charter One Financial, Inc. (NASDAQ:COFI),
announced today that its principal subsidiary, Charter One Bank, F.S.B., has
signed a definitive agreement with Chittenden Corporation (NYSE:CHZ) to purchase
14 Vermont National Bank offices along with approximately $400 million in
deposits and $120 million in commercial loans. The deposits will be assumed for
a deposit premium of approximately 10.5% and will result in approximately $42
million in tax deductible goodwill. The purchase is related to the branch
divestiture required by federal regulators relative to Chittenden's pending
merger with Vermont Financial Services Corp. (NASDAQ:VFSC), the parent company
of Vermont National Bank and United Bank in Massachusetts. At March 31, 1999,
Charter One had 12 offices and approximately $450 million in deposits in
Vermont.
This transaction expands our New England presence and gives us a solid number
three market share in Vermont, up from number five following our merger with
ALBANK Financial late last year, commented Charles John Koch, Charter One
Chairman and Chief Executive Officer. Furthermore, we look at this as an
efficient use of excess tangible capital and expect it to be accretive in 2000,
adding approximately $.02 per share on a GAAP basis and $.03 share on a cash
basis.
On a pro forma basis, the purchase increases Charter One's Vermont market share
to 11%, up from approximately 6% at December 31, 1998. The new deposits include
an attractive 61% in core products and carry a weighted average cost of
approximately 3.11%. Additionally, the lending portfolio consists entirely of
business and commercial real estate loans, which fits well with Charter One's
strategy to shift its balance sheet into energized (non-single family) assets.
On a pro forma basis, the transaction would increase Charter One's commercial
loan and lease portfolio by 6%, to $2.1 billion.
Since these Vermont National branches do not directly overlap with existing
Charter One branches, it is anticipated that none of the purchased branches will
be closed. All of the affected Vermont National branch employees are expected
to be retained by Charter One.
Paul A. Perrault, Chittenden's Chairman, President and Chief Executive Officer,
commented on the agreement, We are delighted to have reached this agreement
with Charter One which represents most of the expected divestitures required as
a result of our pending merger with Vermont Financial. We believe this is a
great opportunity for all parties concerned and are eager to complete our
transaction with Vermont Financial, which we know will benefit our customers and
the communities in which we operate.
This cash transaction is subject to review by federal and state regulators. Due
diligence has been performed and the purchase is expected to be completed during
the fourth quarter of 1999.
Charter One has approximately $24.6 billion in assets and $15.1 billion in
deposits, making it the 33rd largest bank holding company in the country. The
Bank currently has 339 branch locations in Ohio, Michigan, New York,
Massachusetts and Vermont. Additionally, Charter One Mortgage Corp., the Bank s
mortgage banking subsidiary, operates 40 loan production offices across 12
states, and Charter One Auto Finance, the Bank s indirect auto finance
subsidiary, generates loans in nine states.
Chittenden Corporation is a bank holding company headquartered in Burlington,
Vermont, with total assets of $2.1 billion at March 31, 1999. Its subsidiary
banks are Chittenden Bank, The Bank of Western Massachusetts, and Flagship Bank
and Trust Company. The Company offers a broad range of financial products and
services, including deposit accounts and services; consumer, commercial, and
public sector loans; insurance; brokerage; and investment and trust services to
individuals, businesses, and the public sector. To find out more about
Chittenden and its products, please visit our web site at www.chittenden.com.
Chittenden Corporation news releases, including earnings announcements, are
available via fax by calling 800-758-5804. The six-digit code is 124292.
FOR IMMEDIATE RELEASE
Local Version
Tuesday, May 4, 1999
CHARTER ONE CONTACTS: CHITTENDEN CORPORATION CONTACTS:
Investors: Ellen Batkie (800) 262-6301 Investors: Kirk Walters (802) 660-1561
Media: William Dupuy (216) 566-5311 Media: Cynthia Gubb (802) 660-1367
(Press Release #34/1999)
CHARTER ONE AGREES TO ACQUIRE 14 VERMONT NATIONAL BANK OFFICES FROM CHITTENDEN
CLEVELAND, Ohio, May 4, 1999 Charter One Financial, Inc. (NASDAQ:COFI),
announced today that its principal subsidiary, Charter One Bank, F.S.B., has
signed a definitive agreement with Chittenden Corporation (NYSE:CHZ) to purchase
14 Vermont National Bank offices along with approximately $400 million in
deposits and $120 million in commercial loans. The deposits will be assumed for
a deposit premium of approximately 10.5% and will result in approximately $42
million in tax deductible goodwill. The purchase is related to the branch
divestiture required by federal regulators relative to Chittenden's pending
merger with Vermont Financial Services Corp. (NASDAQ:VFSC), the parent company
of Vermont National Bank and United Bank in Massachusetts. At March 31, 1999,
Charter One had 12 offices and approximately $450 million in deposits in
Vermont.
This transaction expands our New England presence and gives us a solid number
three market share in Vermont, up from number five following our merger with
ALBANK Financial late last year, commented Charles John Koch, Charter One
Chairman and Chief Executive Officer. Furthermore, we look at this as an
efficient use of excess tangible capital and expect it to be accretive in 2000,
adding approximately $.02 per share on a GAAP basis and $.03 share on a cash
basis.
On a pro forma basis, the purchase increases Charter One's Vermont market share
to 11%, up from approximately 6% at December 31, 1998. The new deposits include
an attractive 61% in core products and carry a weighted average cost of
approximately 3.11%. Additionally, the lending portfolio consists entirely of
business and commercial real estate loans, which fits well with Charter One's
strategy to shift its balance sheet into energized (non-single family) assets.
On a pro forma basis, the transaction would increase Charter One's commercial
loan and lease portfolio by 6%, to $2.1 billion.
The specific Vermont National offices which Charter One will purchase are:
Bennington
Berlin Mall, Berlin
Burlington Square Mall, Burlington
Prim Road, Colchester
Essex Junction
Jamaica
Main Street (Depot), Montpelier
Middlebury
North Putney Road, Brattleboro
Shelburne Road, South Burlington
St. Albans
Vergennes
Blair Park, Williston
Winooski
Since these Vermont National branches do not directly overlap with existing
Charter One branches, it is anticipated that none of the purchased branches will
be closed. All of the affected Vermont National branch employees are expected
to be retained by Charter One.
Paul A. Perrault, Chittenden's Chairman, President and Chief Executive Officer,
commented on the agreement, We are delighted to have reached this agreement
with Charter One which represents most of the expected divestitures required as
a result of our pending merger with Vermont Financial. We believe this is a
great opportunity for all parties concerned and are eager to complete our
transaction with Vermont Financial, which we know will benefit our customers and
the communities in which we operate.
This cash transaction is subject to review by federal and state regulators. Due
diligence has been performed and the purchase is expected to be completed during
the fourth quarter of 1999.
Charter One has approximately $24.6 billion in assets and $15.1 billion in
deposits, making it the 33rd largest bank holding company in the country. The
Bank currently has 339 branch locations in Ohio, Michigan, New York,
Massachusetts and Vermont. Additionally, Charter One Mortgage Corp., the Bank s
mortgage banking subsidiary, operates 40 loan production offices across 12
states, and Charter One Auto Finance, the Bank s indirect auto finance
subsidiary, generates loans in nine states.
Chittenden Corporation is a bank holding company headquartered in Burlington,
Vermont, with total assets of $2.1 billion at March 31, 1999. Its subsidiary
banks are Chittenden Bank, The Bank of Western Massachusetts, and Flagship Bank
and Trust Company. The Company offers a broad range of financial products and
services, including deposit accounts and services; consumer, commercial, and
public sector loans; insurance; brokerage; and investment and trust services to
individuals, businesses, and the public sector. To find out more about
Chittenden and its products, please visit our web site at www.chittenden.com.
Chittenden Corporation news releases, including earnings announcements, are
available via fax by calling 800-758-5804. The six-digit code is 124292.
