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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 30, 1995
(Date of Earliest Event Reported)
NEW ENGLAND COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
0-14550 06-1116165
(Commission File Number) (IRS Employer Identification No.)
Post Office Box 130, Old Windsor Mall, Windsor, Connecticut 06095
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (860)688-5251
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Form 8-K, Current Report
New England Community Bancorp, Inc.
Commission File No. 0-14550
Item 2. Acquisition and Disposition of Assets.
Pursuant to the terms of the Plan and Agreement of Reorganization, dated as of
March 14, 1995 an amended, March 30, 1995 (the "Reorganization Agreement") by
and among New England Community Bancorp, Inc. ("NECB"), New England Bank and
Trust Company ("NEBT") and The Equity Bank ("Equity"), a Connecticut chartered
commercial bank, on Thursday, November 30, 1995, NECB acquired all of the
outstanding shares of Equity Common Stock and will operate Equity under existing
name and charter as a separate bank subsidiary of NECB.
The Reorganization became effective on Thursday, November 30, 1995 (the
"Effective Time").
At the Effective Time, each share of Equity Common Stock issued and outstanding
immediately prior to the Effective Time (except for (i) shares of Equity Common
Stock held by NECB; and (ii) shares as to which dissenters' rights have been
perfected) was converted into the right to receive 1.85 shares of NECB Common
Stock in exchange for each share of Equity Common Stock (the "Per Share
Consideration).
Each share of Equity Common Stock which was beneficially owned by NECB prior to
the Effective Time will be cancelled and retired, and no right to receive the
Per Share Consideration shall arise with respect thereto. Shares of Equity
Common Stock with respect to which dissenters' rights were perfected in
accordance with Connecticut Banking Law will not be converted into the right to
receive the Per Share Consideration.
The total cash consideration paid by NECB for fractional shares was
approximately $2,850.00 which was available from NECB's operations. The total
number of shares of NECB Common stock issued in exchange for Equity Common Stock
was 1,003,965.
Item 7. Financial statement and exhibits.
a. It is impracticable to provide herewith the financial statements
required by this item. Such statements will be provided within 60 days
after the date this report must be filed.
b. It is impracticable to provide herewith the pro forma financial
information required by this item. Such information will be provided within
60 days after the date this report must be filed.
c. Exhibits.
Exhibit No.Description
2. Plan and Agreement of Reorganization, dated as of March 14,
1995 and amended, as of March 30, 1995 (Incorporated by
reference to appendix A to NECBAEs registration statement on
Form S-4,File No. 33-93640)
99. Press release dated November 30, 1995.
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Exhibit Index Page
2. Plan and Agreement of reorganization, dated as of March 14,
1995 and amended, as of March 30, 1995 (Incorporated by
reference to Appendix A to NECB s registration statement on
Form S-4, File No. 33-93640)
99. Press release dated November 30, 1995. 4
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 hereto duly
authorized.
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Dated: December 13,1995 NEW ENGLAND COMMUNITY BANCORP, INC.
By s/s David A. Lentini
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David A. Lentini, President
and Chief Executive Officer
99. Press release dated November 30, 1995.
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NEW ENGLAND COMMUNITY BANCORP, INC.
P.O. Box 130
Windsor, CT 06095
Immediate Release
CONTACT: David A. Lentini
President and Chief Executive Officer
860 688-5251
NEW ENGLAND COMMUNITY BANCORP, INC., AND THE EQUITY BANK JOIN FORCES
WINDSOR, CT, December 1, 1995 - New England Community Bancorp, Inc., (Nasdaq,
NECB) announced that The Equity Bank of Wethersfield, CT, has joined the NECB
corporate family and operates as a bank subsidiary of NECB serving the banking
needs of its community. NECBAEs other bank subsidiary, New England Bank and
Trust Company, with its main office in Windsor, will continue to operate its
eight banking locations throughout North Central Connecticut.
Shareholders of Equity will receive 1.85 shares of NECB Common Stock for each
share of Equity Common Stock.
NECB President and CEO, David A. Lentini, said today, that with combined assets
of more than $325 million, our multibank holding company is well equipped to
meet the challenges of a rapidly changing banking environment.
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