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Previous: VERMONT FINANCIAL SERVICES CORP, SC 13D, 1996-11-25 |
Next: PIONEER MID CAP FUND, 24F-2NT, 1996-11-25 |
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<CAPTION>
FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION OMB Approval
Washington, D.C. 20549 OMB Number: 235-0104
Expires: September 30, 1998
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Estimated average burden
hours per response..... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person* 2. Date of Event Re- 4. Issuer Name and Ticker or Trading Symbol
(Last) (First) (Middle) quiring Statement
<S> <C> <C>
Vermont Financial Services Corp. 11/13/96 Eastern Bancorp, Inc. (EBCP)
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(Street) 3. IRS or Social Se- 5. Relationship of Reporting Person 6. If Amendment, Date of
curity Number of to Issuer (Check all applicable) Original (Month/Day/Year)
Reporting Person
(Voluntary)
<S> <C> <C> <C>
100 Main Street ___ Director X 10% Owner
___ Officer (give ___ Other (specify
title below) below)
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(City) (State) (Zip) 7. Individual or Joint/
Group (check applicable)
<S> <C>
Brattleboro VT 05301 X Form filed by One
Reporting Person
___ Form filed by More
than One Reporting
Person
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Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial
(Instr. 4) Beneficially Owned Form: Direct Ownership (Instr. 5)
(Instr. 4) (D) or Indirect
(I) (Instr. 5)
<S> <C> <C> <C>
Common Stock 0
<FN>
* If the Form is filed by more than one Reporting Person, see Instruction 5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
(Print or Type Responses) SEC 1473 (7-96)
</FN>
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<PAGE>
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FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exer- 3. Title and Amount of Securities 4. Conver- 5. Owner- 6. Nature of
Security (Instr. 4) cisable and Underlying Derivative sion or ship Indirect
Expiration Securities Exercise Form of Beneficial
Date (Instr. 4) Price of Deriv- Ownership
(Month/Day/ Deri- ative (Instr. 5)
Year) vative Security:
Security Direct
(D) or
Indirect
(I)
(Instr. 5)
Amount
Date Expira- or
Exer- tion Title Number
cisable Date of
Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Option to purchase see note see note Common Stock 732,425 $21.00/share D
(see note)
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Explanation of Responses: As more particularly described in the Reporting
Person's statement on Schedule 13D (the "Schedule 13D") in respect of the
Issuer's Common Stock (event date: November 13, 1996), in connection with an
Agreement and Plan of Reorganization between the Reporting Person and the Issuer
(the "Merger Agreement"), the Reporting Person was granted an option to acquire
up to 732,425 shares of the Issuer's Common Stock (the "Option Shares"), which
number of shares would constitute 19.9% of the Issuer's Common Stock currently
outstanding. In accordance with Rule 13d-3(d)(1)(i) the Reporting Person may be
deemed the beneficial owner of the Option Shares. However, because the
acquisition of the Option Shares is dependent upon the occurrence of triggering
events, which are events other than the passage of time and beyond the control
of the Reporting Person, the Reporting Person disclaims present beneficial
ownership of, or any pecuniary interest in, the Option Shares.
Also, as more particularly described in the Schedule 13D, the Reporting
Person is party to a Letter Agreement with certain shareholders of the Issuer,
who own in the aggregate approximately 465,487 shares (not including options to
purchase additional shares), or approximately 12.66%, of the Issuer's currently
outstanding shares of Common Stock (the "Director Shares"), regarding, among
other things, the voting of the Director Shares. Pursuant to Rule 13d-5(b)(1),
the Reporting Person may be deemed the beneficial owner of the Director Shares.
The Reporting Person disclaims any beneficial ownership of, or pecuniary
interest in, the Director Shares.
VERMONT FINANCIAL SERVICES CORP.
/s/John D. Hashagen, Jr. , President and Chief Executive Officer 11/25/96
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**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must
be manually signed. If space provided is insufficient, Page 2
see Instruction 6 for procedure. SEC 1473 (7-96)
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