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
SEPTEMBER 11, 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
The total number of Pages in this Report (including exhibits) is 6.
Item 5. OTHER MATTERS
a. SPECIAL MEETING OF SHAREHOLDERS OF NEW ENGLAND COMMUNITY
BANCORP, INC.
A Special Meeting of Shareholders of New England Community Bancorp,
Inc. (the "NECB") was held on Monday, September 11, 1995. Shareholders voted on
and approved the following:
The proposal to approve the Plan and Agreement of Reorganization dated
March 14, 1995 and amended March 30, 1995 which provides for the acquisition of
all outstanding shares of the Equity Common Stock by NECB and the operation of
Equity under its existing name and charter as a separate bank subsidiary of NECB
and the issuance of 1.85 shares of NECB Common Stock in exchange for each share
of Equity Common Stock.
"FOR APPROVAL" "AGAINST APPROVAL" "ABSTAIN" "NO VOTE"
1,355,784 2,822 6,115 5,460
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The vote required for approval was 1,040,347 shares which represented a
majority of the outstanding stock entitled to vote on the record date, July 31,
1995. There were 1,355,784 votes "FOR APPROVAL" and the proposal was approved.
b. SPECIAL MEETING OF THE EQUITY BANK
A Special Meeting of Shareholders of The Equity Bank ("Equity") was
held on Monday, September 11, 1995. Shareholders voted on and approved the
following:
The proposal to approve the Plan and Agreement of Reorganization dated
March 14, 1995 and amended March 30, 1995 which provides for the acquisition of
all outstanding shares of the Equity Common Stock by NECB and the operation of
Equity under its existing name and charter as a separate bank subsidiary of NECB
and the issuance of 1.85 shares of NECB Common Stock in exchange for each share
of Equity Common Stock.
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Form 8-K, Current Report
New England Community Bancorp, Inc.
Commission File No. 0-14550
"FOR APPROVAL" "AGAINST APPROVAL"
425,657 105,924
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The vote required for approval was 408,180 shares which represented
two-thirds of the shares entitled to vote on the record date, July 31, 1995.
There were 425,657 votes "FOR APPROVAL" and the proposal was approved.
Item 7. EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Copy of the Joint Press Release, dated September 11,
1995, issued by New England Community Bancorp, Inc.
and The Equity Bank.
Dated: September 15, 1995 NEW ENGLAND COMMUNITY BANCORP, INC.
By /S/ DAVID A. LENTINI
David A. Lentini, President
and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE
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99.1 Copy of the Joint Press Release, 5
dated September 11, 1995, issued
by New England Community Bancorp, Inc.
and The Equity Bank.
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EXHIBIT 99.1
Copy of Joint Press Release Dated
September 11, 1995, Issued by
New England Community Bancorp, Inc. and The Equity Bank
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NEW ENGLAND COMMUNITY THE EQUITY BANK
BANCORP, INC. 1160 Silas Deane Highway
176 Broad Street Wethersfield, CT 06109
Windsor, CT 06095
CONTACT: David A. Lentini CONTACT: Frank A. Falvo
(860) 688-5251 (860) 529-2141
September 11, 1995
SHAREHOLDERS OF
NEW ENGLAND COMMUNITY BANCORP, INC.
AND THE EQUITY BANK
APPROVE MERGER PLANS
WINDSOR, CT and WETHERSFIELD, CT--New England Community Bancorp, Inc.
(NASDAQ : NECB) and The Equity Bank announced today that the shareholders of
both institutions had approved the merger of Equity and New England. Under terms
of the merger, which was announced in March, shareholders of Equity will receive
1.85 shares of New England common stock for each share of Equity common stock.
David A. Lentini, President and Chief Executive Officer of New England
Community Bancorp, Inc. and New England Bank, will retain these positions. Frank
A. Falvo, President and Chief Executive Officer of The Equity Bank, will retain
that position and become Executive Vice President of New England Community
Bancorp, Inc.
Following consummation of the merger, New England Community Bancorp,
Inc. and New England Bank will continue to be headquartered in Windsor,
Connecticut, and The Equity Bank will continue to be headquartered in
Wethersfield, Connecticut. The combined company will operate banking offices in
Wethersfield, Windsor, Canton, East Windsor, Enfield, Ellington, Poquonock,
Somers, and Suffield. Each subsidiary bank will retain its current board of
directors and management team.
The transaction has been approved by the Board of Governors of the
Federal Reserve System and is expected to close in the fourth quarter of 1995
following receipt of approval of the Connecticut Department of Banking. At June
30, 1995, the pro forma combined assets of the organization were $324,000,000
and pro forma total capital was $30,000,000.
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