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): July 1, 1997 (June 26, 1997)
VERMONT FINANCIAL SERVICES CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-11012 03-0284445
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification Number)
100 Main Street
Brattleboro, Vermont 05301
(Address of Principal Executive Offices)
802-257-7151
(Registrant's Telephone Number, including Area Code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 26, 1997, Vermont Financial Services Corp. ("VFSC") completed its
merger (the "Merger") with Eastern Bancorp, Inc. ("Eastern"), pursuant to an
Agreement and Plan of Reorganization dated as of November 13, 1996 (the "Merger
Agreement") by and among VFSC, Eastern and Vermont Federal Bank, FSB, a
federally chartered stock bank and wholly owned subsidiary of Eastern. In
accordance with the terms of the Merger Agreement, Eastern merged with and into
VFSC, and each share of Eastern common stock, $.01 par value per share,
outstanding immediately prior to the Merger was converted into the right to
receive either 0.6455 shares of common stock of VFSC, par value $1.00 per share,
or cash in the amount of $26.83. VFSC relied on internal capital resources to
fund the cash portion of the consideration paid in the Merger.
The Merger constitutes a tax-free reorganization and no gain or loss will
be recognized by VFSC or Eastern as a result of either the Merger. The Merger
will be accounted for as a "purchase" transaction.
Certain additional information regarding the Merger is contained in VFSC's
press release dated June 27, 1997, a copy of which is included as an exhibit
hereto and incorporated herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release of VFSC dated June 27, 1997.
Page 2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Vermont Financial Services Corp. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
VERMONT FINANCIAL SERVICES CORP.
Date: July 1, 1997 By: /s/ John D. Hashagen, Jr.
John D. Hashagen, Jr.
President and Chief Executive Officer
Page 3
Exhibit 99.1
NASDAQ SYMBOL: VFSC
NEWS RELEASE
For Immediate Release
For Additional Information
Contact: Richard O. Madden
Treasurer
(802) 258-4003
VERMONT FINANCIAL SERVICES CORP. AND EASTERN BANCORP, INC.
COMPLETE MERGER
June 27, 1997, Brattleboro, Vermont--Vermont Financial Services Corp. and
Eastern Bancorp, Inc. announced today that, having received all necessary
regulatory and stockholder approvals, the merger of Eastern Bancorp, Inc. into
Vermont Financial Services Corp. has been completed. This merger resulted in
Eastern Bancorp's wholly owned banking subsidiary Vermont Federal Bank, FSB,
becoming a wholly owned subsidiary of Vermont Financial Services Corp. Vermont
Federal Bank uses the name First Savings of New Hampshire for its banking
operation in that state.
As a result of the merger, Vermont Financial Services Corp. is now a financial
institution of approximately $2.2 billion in total assets. Its three subsidiary
banks, Vermont Federal Bank, headquartered in Williston, Vermont, Vermont
National Bank, headquartered in Brattleboro, Vermont, and United Bank,
headquartered in Greenfield, Massachusetts, operate 72 banking offices in
Vermont, New Hampshire and Massachusetts.
The merger was completed by the exchange of approximately $27 million cash and
approximately 1.75 million shares of Vermont Financial Services Corp. common
stock for all outstanding Eastern Bancorp, Inc. common stock. Based on a
twenty-day average closing bid price of Vermont Financial Services Corp. common
stock through June 19, 1997 of $41.56, Eastern Bancorp, Inc. shareholders would
be entitled to receive stock and/or cash equal to approximately $26.83 for each
share of Eastern Bancorp, Inc. common stock and the transaction would be valued
at approximately $99.6 million.
After the issuance of the additional shares of common stock for the merger,
Vermont Financial Services Corp. will have approximately 6.4 million shares
outstanding. These shares will continue to be traded on NASDAQ under the current
symbol of VFSC.
