SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 6, 1999 (December 16, 1998)
VERMONT FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-11012 03-284445
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 Main Street
Brattleboro, Vermont 05301
(Address of principal executive offices, including zip code)
(802) 257-7151
(Registrant's telephone number, including area code)
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This current report on Form 8-K/A amends and restates, in its entirety, the
Current Report on Form 8-K which was filed with the Securities and Exchange
Commission on December 21, 1998.
Item 5. Other Events
On December 16, 1998, Chittenden Corporation, a Vermont corporation
("CC"), Chittenden Acquisition Subsidiary, Inc., a Delaware corporation and
wholly-owned subsidiary of CC, and Vermont Financial Services Corp., a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). The Merger Agreement provides for a series of related
transactions pursuant to which the Company will be merged with and into CC (the
"Merger"), with CC being the surviving corporation. The Boards of Directors of
the Company and CC approved the Merger Agreement, and all of the transactions
contemplated thereby, at their respective meetings held on December 16, 1998.
The consummation of the Merger is subject to certain customary conditions,
including, without limitation, the approval of the stockholders of each of the
Company and CC and certain regulatory approvals.
Under the Merger Agreement, at the Effective Time (as such term is
defined in the Merger Agreement), each outstanding share of common stock, par
value $1.00 per share, of the Company (the "VFSC Common Stock") will be
converted into the right to receive 1.07 shares of CC's common stock, par value
$1.00 per share (the "Chittenden Common Stock"). Each holder of VFSC Common
Stock who would otherwise be entitled to receive a fractional share of
Chittenden Common Stock will receive cash in lieu thereof. The Merger is
intended to constitute a reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended, and to be accounted for as a
pooling-of-interests.
In connection with the execution of the Merger Agreement, the Company
and CC entered into a Stock Option Agreement, dated as of December 16, 1998,
pursuant to which the Company granted CC an option to purchase, subject to
certain terms and conditions contained therein, up to an aggregate of 19.9% of
the outstanding shares of VFSC Common Stock. The option was granted as an
inducement to CC's willingness to enter into the Merger Agreement.
Copies of the Merger Agreement, the Stock Option Agreement and the
joint press release of CC and the Company announcing the parties' execution and
delivery of the Merger Agreement have been previously filed with the Securities
and Exchange Commission (the "Commission") as exhibits to CC's Current Report on
Form 8-K/A, which was filed with the Commission on January 6, 1999. The
preceding description of the Merger Agreement and Stock Option Agreement is
qualified in its entirety by reference to the copies of such agreements included
with the Current Report on Form 8-K previously filed by CC, which are deemed to
be incorporated herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
No. Item
2.1 Agreement and Plan of Merger, dated as of December 16, 1998, by and
among Chittenden Corporation, Chittenden Acquisition Subsidiary, Inc.
and Vermont Financial Services Corp.*
10.1 Stock Option Agreement, dated as of December 16, 1998, by and between
Vermont Financial Services Corp. and Chittenden Corporation.*
99.1 Text of Joint Press Release issued by Chittenden Corporation and
Vermont Financial Services Corp. on December 16, 1998.*
* = Incorporated by reference to the Current Report on Form 8-K/A of
Chittenden Corporation (File No. 0-7974) filed with the Commission on
January 6, 1999.
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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 hereunto duly authorized.
VERMONT FINANCIAL SERVICES CORP.
(Registrant)
By: /s/ Richard O. Madden
Richard O. Madden
Executive Vice President and Chief
Financial Officer
Date: January 6, 1999
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