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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) November 4, 1994
MERIDIAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12364 23-2237529
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
35 North Sixth Street, Reading, Pennsylvania 19601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 478-2000
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On November 4, 1994, Meridian Bancorp, Inc. ("Meridian") and
United Counties Bancorporation ("UCB"), executed a letter
agreement to amend and extend to December 12, 1994 the letter of
intent, dated August 30, 1994 between Meridian and UCB, providing
for the merger of UCB with and into Meridian.
On November 4, 1994, Meridian and UCB issued press releases
reporting the terms of the letter agreement.
The foregoing summary of the letter agreement and the press
releases are qualified in their entirety by reference to the
letter agreement and the press releases which are set forth as
Exhibits 99.1 and 99.2, respectively, hereto and are incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Letter agreement, dated November 4, 1994, between
Meridian Bancorp, Inc. and United Counties
Bancorporation.
99.2 Press releases of Meridian Bancorp, Inc. and
United Counties Bancorporation, dated November 4,
1994.
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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.
MERIDIAN BANCORP, INC.
Dated: November 30, 1994
By/s/ David E. Sparks
David E. Sparks
Vice Chairman and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Number
99.1 Letter Agreement, dated
November 4, 1994, between
Meridian Bancorp, Inc. and
United Counties Bancorporation.
99.2 Press releases of Meridian
Bancorp, Inc. and United Counties
Bancorporation, dated November 4,
1994.
EXHIBIT 99.1
November 4, 1994
Mr. Eugene H. Bauer
Chairman and Chief Executive Officer
United Counties Bancorporation
Four Commerce Drive
Cranford, New Jersey 07016
Dear Mr. Bauer:
This letter will confirm our mutual understanding that
Meridian Bancorp, Inc. ("Meridian") and United Counties
Bancorporation ("UCB") have agreed to amend and extend the letter
of intent, dated August 30, 1994 (the "Letter of Intent"),
between Meridian and UCB as set forth below.
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Meridian and UCB each agree that, notwithstanding anything
to the contrary set forth in the Letter of Intent or otherwise,
the Letter of Intent shall not terminate on November 6, 1994, but
shall be extended until the close of business on December 12,
1994, except that the Letter of Intent is hereby amended in the
following respects:
1. The provisions of Section 10 of the Letter of
Intent are hereby deleted.
2. Section 12 of the Letter of Intent is hereby
amended to read in its entirety as follows:
"12. Access. The parties agree that
they have satisfactorily completed their due
diligence processes. Notwithstanding such
completion, each party shall be permitted
continuing access in the event of the
occurrence of a significant corporate
development for the purpose of reviewing
information and data relating to such
development."
3. The first date (November 6, 1994) included in the
Section 14(d) of the Letter of Intent is hereby changed to
December 12, 1994.
4. Section 17 of the Letter of Intent is hereby
amended to read in its entirety as follows:
"17. Termination of Letter of Intent.
Meridian and UCB shall promptly commence
negotiation of a definitive merger agreement.
This Letter of Intent will terminate upon
execution by Meridian and UCB of the
definitive merger agreement, or at the close
of business on December 12, 1994 if the
parties have not entered into the definitive
merger agreement by that time and date."
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Please signify your agreement to the foregoing by signing
the enclosed copy of this letter and returning it to me.
Very truly yours,
MERIDIAN BANCORP, INC.
By/s/Samuel A. McCullough
Samuel A. McCullough
Chairman and Chief
Executive Officer
Accepted and agreed this
4th day of November 1994.
UNITED COUNTIES BANCORPORATION
/s/ Eugene H. Bauer
Eugene H. Bauer, Chairman and
Chief Executive Officer
EXHIBIT 99.2
PRESS RELEASE OF MERIDIAN BANCORP, INC.
MERIDIAN AND UNITED COUNTIES BANCORPORATION
COMPLETE DUE DILIGENCE INVESTIGATIONS AND EXTEND LETTER OF INTENT
Reading, Pa., Nov. 4, 1994 -- In a joint announcement,
Meridian Bancorp, Inc. (NASDAQ/NMS:MRDN) of Reading, Pa., and
United Counties Bancorporation (NASDAQ:UCTC) of Cranford, N.J.,
reported today that they had extended their letter of intent to
December 12, 1994. Both bank holding companies have now
satisfactorily completed their due diligence processes and are
focusing their attention on negotiating the definitive merger
agreement.
United Counties is a $1.6 billion bank holding company based
in Cranford, N.J., with 36 branches in Middlesex, Monmouth,
Morris, Somerset and Union counties.
Meridian Bancorp, Inc. is a $14.8 billion banking and
financial services holding company with 33 bank branches
throughout the eastern half of Pennsylvania, southern New Jersey
and the state of Delaware.
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PRESS RELEASE OF UNITED COUNTIES BANCORPORATION
MERIDIAN AND UNITED COUNTIES BANCORPORATION
COMPLETE DUE DILIGENCE INVESTIGATIONS
AND EXTEND LETTER OF CREDIT
Cranford, New Jersey, November 4, 1994 -- In a joint
announcement, Meridian Bancorp, Inc. (NASDAQ/NMS:MRDN) of
Reading, Pa., and United Counties Bancorporation (NASDAQ:UCTC) of
Cranford, N.J., reported today that they had extended their
letter of intent to December 12, 1994. Both bank holding
companies have now satisfactorily completed their due diligence
processes and are focusing their attention on negotiating the
definitive merger agreement.
United Counties is a $1.6 billion bank holding company based
in Cranford, N.J., with 36 branches in Middlesex, Monmouth,
Morris, Somerset and Union counties.
Meridian Bancorp, Inc. is a $14.8 billion banking and
financial services holding company with 33 bank branches
throughout the eastern half of Pennsylvania, southern New Jersey
and the state of Delaware.
