SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NUMBER 1
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
<PAGE>
Form 8-K, Amended Report
New England Community Bancorp, Inc.
Commission File No. 0-14550
Item 2. Acquisition or 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 canceled 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 $3,314.55 which was available from NECB's operations. The total
number of shares of NECB Common stock issued in exchange for Equity Common Stock
was 1,003,617.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements of Businesses Acquired.
Pursuant to the requirements of Article 3 of Regulation S-X, the
following financial statements for The Equity Bank have been included in this
filing:
1. Balance Sheet as of September 30, 1995 and December 31, 1994
(unaudited).
2. Statements of Income for the nine months ended September 30,
1995 and 1994 (unaudited).
3. Statement of Changes in Stockholders' Equity for the nine
months ended September 30, 1995 and 1994 (unaudited).
<PAGE>
4. Statements of Cash Flows for the nine months ended September
30, 1995 and 1994 (unaudited).
5. Notes to Unaudited Financial Statements.
6. Audited Financial Statements as of and for the years ended
December 31, 1994, 1993 and 1992. (Audited Financial
Statements are incorporated by reference to NECB's
Registration Statement on Form S-4, File No.
33-93640.)
b. Pro Forma Financial Statements.
1. Pro Forma Combined Condensed Consolidated Balance Sheet as of
September 30, 1995 (unaudited).
2. Notes to Pro Forma Balance Sheet.
3. Pro Forma Combined Condensed Consolidated Income Statements
for the nine months ended September 30, 1995 and for the year
ended December 31, 1994 (unaudited).
4 Notes to the Pro Forma Income Statements.
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 NECB's
Registration Statement on Form
S-4, File No. 33-93640).
99. Press release dated November 30, 1995.
(Incorporated by reference to
NECB's Form 8-K dated
December 13, 1995).
<PAGE>
Item 7(a)
Financial Statements of Business Acquired
<PAGE>
THE EQUITY BANK
BALANCE SHEET (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
Nine Months
000's omitted Ended 9/30/95 12/31/94
----------- ----------
Cash & due from banks $ 4,379 $ 3,769
Federal Funds 2,500 5,500
Investments
Securities held-to-maturity
Securities available-for-sale 31,172 23,783
FHLBB stock 0
Mortgages held-for-sale
Loans outstanding 78,185 74,201
Less allowance for loan losses (1,846) (1,775)
-------- --------
Net loans 76,339 72,426
Accrued interest receivable 1,014 855
Premises & equipment 431 487
OREO 522 620
Other assets 1,106 1,941
======== ========
Total Assets $117,463 109,381
======== ========
Deposits
Noninterest-bearing 15,332 16,284
Interest-bearing 90,763 83,237
-------- --------
Total Deposits 106,095 99,521
Borrowed Funds
Other Liabilities 740 866
-------- --------
Total Other Liabilities 740 867
Total Liabilities 106,835 100,387
Equity
Common stock 6,123 6,123
Surplus 1,932 1,932
Retained earnings 2,738 1,820
Unrealized losses on securities
available for sale, net (165) (882)
-------- --------
Total Equity 10,628 8,993
======== ========
Total Liabilities & Equity $117,463 $109,381
======== ========
See accompanying notes to financial statements.
<PAGE>
THE EQUITY BANK
INCOME STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Nine Months Nine Months
Ended Ended
9/30/95 9/30/94
----------- -----------
Interest income:
Interest on loans $5,480,392 $4,527,944
Interest on Federal funds sold 180,355 46,485
Interest on securities 1,064,847 1,136,297
----------- -----------
Total interest income 6,725,594 5,710,726
----------- -----------
Interest expense:
Savings and NOW 541,590 671,664
Time 2,170,037 1,248,037
Short term borrowings 28,382 7,088
----------- -----------
Total interest expense 2,740,009 1,926,789
----------- -----------
Net interest income 3,985,585 3,783,937
Provision for loan losses 110,049 387,312
----------- -----------
Net interest income after provision
for loan losses 3,875,536 3,396,625
----------- -----------
Other income:
Service fees and charges 226,010 225,085
Mortgage origination fees 12,714 176,476
Gain (loss) on sale of investments (5,286) (62,290)
----------- -----------
233,438 339,271
----------- -----------
Operating expenses:
Salaries and employee benefits 997,005 966,180
Occupancy expense 216,739 216,721
Furniture and equipment expense 128,822 127,893
Professional services and marketing 550,364 383,956
Operation/valuation of real estate owned 159,736 468,901
Other 531,569 391,273
----------- -----------
2,584,235 2,554,924
----------- -----------
Income before provision for
income taxes 1,524,739 1,180,972
Income tax provision 645,000 513,500
----------- -----------
Net income $ 879,739 $ 667,472
=========== ===========
Earnings per share $1.44 $1.09
=========== ===========
See accompanying notes to financial statements.
<PAGE>
THE EQUITY BANK
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
<TABLE>
<CAPTION>
Common Stock Paid in Accumulated Unrealized Gain Total
Capital Earnings (loss) on
Securities
Available for
Sale, Net
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1993 $5,567,360 $1,903,956 1,620,206 $39,163 $9,130,685
10% stock dividend paid to
shareholders of record on June 15,
1994 555,340 27,767 (584,572) - (1,465)
Cash Dividend of $.05 per share for
each of the quarters ended March 31,
June 30, and September 30, 1994
- - (89,067) - (89,067)
Net Income for the nine months ended
September 30, 1994
- - 667,472 - 667,472
Net Change in unrealized securities
gains (losses) from December 31, 1993 to
September 30, 1994
- - - (663,076) (663,076)
---------- ---------- ---------- --------- ----------
Balance at September 30, 1994
$6,122,700 $1,931,723 $1,614,039 $(623,913) $9,044,549
========== ========== ========== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
Common Stock Paid in Capital Accumulated Unrealized Gain Total
Earnings (loss) on
Securities
Available for
Sale, Net
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1994 $ 6,122,700 $ 1,931,723 $ 1,820,372 $ (881,615) $ 8,993,180
Cash Dividend of $.05 per share for
each of the quarters ended March 31, June
30, and September 30, 1995
-- -- (91,841) -- $ (91,841)
Net Income for the nine months ended
September 30, 1995
-- -- 879,739 -- 879,739
Net Change in unrealized securities
gains (losses) from December 31, 1994 to
September 30, 1995
-- -- -- 722,695 722,695
------------ ------------ ------------ ------------ ------------
Balance at September 30, 1995
$ 6,122,700 $ 1,931,723 $ 2,608,271 $ (168,920) $ 10,503,774
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE EQUITY BANK
STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
September 30, September 30,
1995 1994
------------ ------------
Operating activities:
Net income $ 879,739 $ 667,472
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Provision for loan losses 110,049 387,312
Provision for depreciation and amortization 112,415 101,047
Accretion of investment security premiums 124,885 115,429
Net realized loss on sale of securities 5,286 62,290
(Increase) decrease in accrued
interest receivable (159,098) 8,258
Decrease (increase) in other assets 108,533 (192,430)
Decrease in current taxes payable -- (196,402)
Increase (decrease) in accrued
interest payable 59,652 (14,810)
Decrease in other liabilities (183,617) (9,206)
------------ ------------
Net cash provided by
operating activities 1,057,844 928,960
------------ ------------
Investing activities:
Investment in interest bearing deposits -- (99,000)
Proceeds from sales/maturities of
investment securities 4,115,422 8,430,432
Purchase of investment securities (9,960,199) (4,969,589)
Net increase in loan portfolio (3,925,380) (5,590,675)
Purchase of premises and equipment, net (56,468) (28,795)
------------ ------------
Net cash used by investing activities (9,826,625) (2,257,627)
------------ ------------
Financing activities:
Net (decrease) increase in demand,
savings and NOW deposits (5,759,861) 763,028
Net increase in time deposits 12,332,241 (1,786,400)
Issuance of 10% stock dividend -- (1,465)
Issuance of cash dividends (91,841) (89,067)
------------ ------------
Net cash provided (used) by
financing activities 6,480,539 (1,113,904)
------------ ------------
Increase (decrease) in cash and cash
equivalents (2,288,242) (2,442,571)
Cash and cash equivalents at
December 31, 1994 and 1993 9,265,949 6,605,765
------------ ------------
Cash and cash equivalents at
September 30, 1995 and 1994 $ 6,977,707 $ 4,163,194
============ ============
See accompanying notes to financial statements.
<PAGE>
THE EQUITY BANK
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
Note 1 Basis of Presentation
The interim unaudited financial statements have been prepared in accordance with
generally accepted accounting principals. Certain financial information, which
is normally included in the financial statements prepared in accordance with
generally accepted accounting principals, but which is not required for interim
reporting purposes, has been condensed or omitted. In preparing the interim
financial statements, Management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the
balance sheet and revenues and expenses for the period. Actual results could
differ significantly from those estimates.
In the opinion of Management, the accompanying interim unaudited financial
statements contain all adjustments (consisting of normal recurring adjustments)
necessary to present fairly the Bank's financial position as of September 30,
1995, and the results of operations and its cash flows for the nine months then
ended. The results of operations for the periods shown are not necessarily
indicative of the results expected for the year ending December 31, 1995. The
accompanying interim unaudited financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Bank's 1994 Annual Report.
Note 2 Earnings Per Share
Earnings per share have been computed based upon the weighted average number of
common shares outstanding during the period. The weighted average number of
common shares outstanding amounted to 612,270 shares for each of the quarters
ended September 30, 1995 and 1994.
Note 3 Accounting Pronouncements
On January 1, 1995 the Bank adopted Statement of Financial Accounting Standards
("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan," as amended
by SFAS No. 118, "Accounting for Creditors for Impairment of a Loan - Income
Recognition and Disclosures". The Bank now measures certain impaired loans based
on the present value of expected future cash flows discounted at the loan's
effect interest rate, or, as a practical expedient, at the loan's observable
market price or the fair value of the collateral if the loan is collateral
dependent. The adoption of these accounting pronouncements did not have a
material effect on the Bank's financial statements.
<PAGE>
Item 7(b)
Unaudited Pro Forma Financial Information
<PAGE>
New England Community Bancorp, Inc.
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma combined condensed consolidated
balance sheets give effect to the Reorganization (as described in Item 2) of The
Equity Bank with New England Community Bancorp, Inc. assuming that the
Reorganization had been consummated on September 30, 1995.
The unaudited pro forma combined condensed consolidated income
statements set forth the operations of New England Community Bancorp, Inc.
combined with The Equity Bank for the year ended December 31, 1994 and for the
nine months ended September 30, 1995, as if New England Community Bancorp, Inc.
had completed the Reorganization with The Equity Bank on January 1, 1994.
The Reorganization of The Equity Bank has been accounted for by the
purchase method of accounting. The adjustments arising from the application of
the purchase method of accounting are described in the respective notes to the
unaudited pro forma combined condensed consolidated financial statements.
The unaudited pro forma combined condensed consolidated financial
statements should be read in conjunction with the accompanying notes and the
consolidated financial statements and notes thereto of New England Community
Bancorp, Inc. and The Equity Bank as of December 31, 1994.
The pro forma financial statements may not be indicative of the results
that actually would have occurred if the Reorganization had been effective on
the dates indicated or which may be obtained in the future.
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
(000's omitted except per share data)
<TABLE>
<CAPTION>
September 30, 1995
------------------------------------------------------------
Purchase
NECB Equity Accounting Combined
(Historical) (Historical) Adjustments Pro Forma
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Cash & due from banks $ 13,417 $ 4,379 $ 17,796
Federal Funds 12,650 2,500 15,150
Investments 0
Securities held-to-maturity 6,033 (1)(a) 6,032
Securities available-for-sale 41,794 31,172 72,966
FHLBB stock 810 0 810
Mortgages held-for-sale 1,558 1,558
Loans outstanding 136,334 78,185 460(b) 214,979
Less allowance for loan losses (2,369) (1,846) (4,215)
----------- ----------- ----------- -----------
Net loans 133,965 76,339 210,764
Accrued interest receivable 1,415 1,014 2,429
Premises & equipment 5,879 431 6,310
OREO 427 522 949
Goodwill 402(c) 402
Other assets 1,270 1,106 (333) 2,043
----------- ----------- ----------- -----------
Total Assets $ 219,218 $ 117,463 $ 528 $ 337,209
=========== =========== =========== ===========
Deposits
Noninterest-bearing 42,595 15,332 57,927
Interest-bearing 154,597 90,763 403(d) 245,763
----------- ----------- ----------- -----------
Total Deposits 197,192 106,095 403 303,690
Borrowed Funds 691 691
Other Liabilities
1,031 740 1,221(e)
83(f) 3,075
----------- ----------- ----------- -----------
Total Other Liabilities 1,031 740 1,304 3,075
Total Liabilities 198,914 106,835 1,707 307,456
Equity
Common stock 208 6,123 (6,023)(g) 308
Surplus 12,115 1,932 (1,247)(h)
(333)(i)
(75)(j)
9,162 (k) 21,554
Retained earnings 8,102 2,738 (2,738)(l) 8,102
Unrealized losses on securities available
for sale, net (121) (165) 75 (m) (211)
----------- ----------- ----------- -----------
Total Equity 20,304 10,628 (1,179) 29,753
----------- ----------- ----------- -----------
Total Liabilities & Equity $ 219,218 $ 117,463 $ 528 $ 337,209
=========== =========== =========== ===========
Shares outstanding 2,080,692 612,270 391,347 (n) 3,084,309
Book value/per share $9.76 $17.36 $9.65
</TABLE>
See "Notes to Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet"
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
(a) Represents a decrease to reflect 100 shares of Equity owned by
NECB's subsidiary (NEBT). Shares are eliminated and not exchanged
or reissued.
(b) Represents an increase to reflect fair value of Equity's loans
acquired, with a corresponding increase in Surplus (see Note h).
(c) Represents the acquisition of 542,784 shares of Equity Common Stock
exchanged for 1,004,150 shares of NECB at an assumed Market Value
of $9.50 per share, plus $333,880 for fees and expenses related to
the transaction, for a total value of $9,782,000.
Total Purchase Price $ 9,782
Tangible Net Assets of Equity 10,628
Purchase Accounting Adjustments:
Loans 460
Deposits (403)
Dissenting Shares (1,221)
Lease Payments (83) (1,247)
Shares owned by NEBT (1)
Tangible assets after purchase
accounting adjustments
9,380
-------
Excess of purchase price over value of
tangible net assets
acquired $402
=======
(d) Represents increase to reflect the fair value of Equity's time
deposits (see Note h)
(e) Represents an increase to reflect liability for redemption of
69,486 shares of Equity stock whose right to dissent was perfected
and which was not exchanged (see Note h)
(f) Represents an increase to reflect the fair value of a liability for
anticipated real estate lease payments (see Note h)
(g) Elimination of Equity Common Stock less $100 thousand to reflect
the addition of 1,003,000 NECB shares with a Par Value of $.10 a
share.
(h) Adjustments to Surplus reflecting fair value of assets and
liabilities and a liability due to dissenting shareholders:
Increase in loans $460(b)
Increase in deposits (403)(d)
Increase in Other Liabilities for
dissenting shareholders (1,221)(e)
Increase in Other Liabilities to
adjust value for lease payments (83)(f)
----------
Total ($1,247)
==========
<PAGE>
(i) Represents a decrease in Surplus related to prepaid expenses
directly attributable to the transaction.
(j) Represents a decrease to reflect the close out of Unrealized losses
on securities available for sale (see Note m).
(k) Represents a decrease in Surplus as shown:
Decrease in Equity Common Stock $6,023(g)
Elimination of Retained Earnings 2,738(j)
Excess of Purchase Price Paid 402(c)
Elimination of Common Stock
owned by NEBT (1)(a)
-------
Total $9,162
=======
(l) Represents the elimination of retained earnings.
(m) Represents a decrease of $75 thousand (of $165 thousand) to
reflect the close out of Unrealized losses on securities available
for sale (see Note j).
(n) Represents the adjustment in the number of
Equity shares exchanged for NECB Shares:
Dissenters' shares not exchanged (69,486)
NEBT shares not exchanged (100)
Remaining shares exchanged (542,684)
Remaining shares exchanged (at 1.85 per share) 1,003,965.4
Fractional shares not exchanged (348.4)
------------
Total Shares Exchanged 391,347
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED INCOME STATEMENTS
(000's omitted except per share data)
<TABLE>
<CAPTION>
Twelve months Ended December 31, 1994
---------------------------------------------------
Purchase
Accounting Pro Forma
NECB Equity Adjustments Combined
----------- -------- ------------ --------
<S> <C> <C> <C> <C>
Interest income $12,551 $7,761 $(58)(a) $20,254
Interest expense 3,974 2,620 (202)(b) 6,392
----------- -------- --------- -------
Net interest income 8,577 5,141 144 12,867
Less: provision for loan losses 530 465 995
----------- -------- --------- -------
8,047 4,676 144 12,867
NONINTEREST REVENUE
Service charges, fees and commissions 1,433 497 1,930
Securities gains (111) (111)
Gain on sales of loans 45 45
Other 138 138
----------- -------- --------- -------
Total 1,616 386 0 2,002
NONINTEREST EXPENSE
Salaries and employee benefits 3,962 1,302 5,264
Occupancy 636 290 17(c) 943
Furniture and equipment 547 164 711
Outside services 502 336 838
Postage and supplies 392 71 463
Insurance and assessments 682 235 917
Loan origination and collection 209 66 275
Losses, writedowns and expenses 0
on other real estate 174 601 775
Other 791 374 27(d) 1,192
----------- -------- --------- -------
Total 7,895 3,439 44 11,378
----------- -------- --------- -------
Net interest before taxes 1,768 1,623 100 3,491
Taxes 665 719 40 1,424
----------- -------- --------- -------
Net Income $ 1,103 $ 904 $ 60 $ 2,067
=========== ======== ========= =======
Net income per share $0.68 $1.44 $0.64
Weighted average shares of
common stock 2,080,692 612,270 391,347(e) 3,084,309
</TABLE>
See "Notes to Unaudited Pro Forma Combined Condensed
Consolidated Income Statements"
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED INCOME STATEMENTS
(a) Represents amortization of $58 thousand related to the loan value
adjustment of $460 thousand, utilizing a weighted average expected
life of 8 years.
(b) Represents amortization of $202 thousand related to the discount on
acquired deposits of $403 thousand, utilizing a weighted average
contractual maturities of 2 years.
(c) Represents amortization of $17 thousand related to the adjustment
of $83 thousand for the fair value of the anticipated lease
payments.
(d) Represents amortization of $27 thousand related to the excess of
purchase price over the value of identifiable tangible assets
acquired of $402 thousand, using a life of 15 years.
(e) Represents the adjustment in the number of
Equity shares exchanged for NECB Shares:
Dissenters' shares not exchanged (69,486)
NEBT shares not exchanged (100)
Remaining shares exchanged (542,684)
Remaining shares exchanged (at 1.85 per share) 1,003,965.4
Fractional shares not exchanged (348.4)
------------
Total Shares Exchanged 391,347
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
Nine months Ended September 30, 1995
---------------------------------------------------------
(ooo's omitted except per share data)
Purchase
Accounting Pro Forma
NECB Equity Adjustments Combined
=========== ========= =========== ===========
<S> <C> <C> <C> <C>
Interest income $11,283 $6,726 $(44)(a) $17,965
Interest expense 3,881 2,740 (152)(b) 6,669
----------- --------- ---------- -----------
Net interest income 7,402 3,986 108 11,496
Less: provision for loan losses 400 110 510
----------- --------- ---------- -----------
7,002 3,876 196 10,986
NONINTEREST REVENUE
Service charges, fees and commissions 1,032 238 1,270
Securities gains 26 (5) 21
Gain on sales of loans 135 135
Other 77 77
----------- --------- ---------- -----------
Total 1,270 233 0 1,503
NONINTEREST EXPENSE
Salaries and employee benefits 3,135 997 4,132
Occupancy 528 217 13(c) 758
Furniture and equipment 502 129 631
Outside services 222 550 772
Postage and supplies 288 60 348
Insurance and assessments 312 117 429
Loan origination and collection 52 59 111
Losses, writedowns and expenses 0
on other real estate 147 160 307
Other 892 296 20(d) 1,208
----------- --------- ---------- -----------
Total 6,078 2,585 33 8,696
----------- --------- ---------- -----------
Net interest before taxes 2,194 1,524 75 3,793
Taxes 773 645 30 1,448
----------- --------- ---------- -----------
Net Income $1,421 $879 $133 $2,345
=========== ========= ========== ===========
Net income per share $0.68 $1.44 $0.73
Weighted average shares of
common stock 2,080,692 612,270 397,347(e) 3,084,309
</TABLE>
See "Notes to Unaudited Pro Forma Combined Condensed
Consolidated Income Statements"
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED INCOME STATEMENTS
(a) Represents amortization of $44 thousand related to the loan value
adjustment of $460 thousand, utilizing a weighted average expected
life of 8 years.
(b) Represents amortization of $152 thousand related to the discount on
acquired deposits of $403 thousand, utilizing a weighted average
contractual maturities of 5 years.
(c) Represents amortization of $13 thousand related to the adjustment
of $83 thousand for the fair value of the anticipated lease
payments.
(d) Represents amortization of $20 thousand related to the excess of
purchase price over the value of identifiable tangible assets
acquired of $402 thousand, using a life of 15 years.
(e) Represents the adjustment in the number of
Equity shares exchanged for NECB Shares:
Dissenters' shares not exchanged (69,486)
NEBT shares not exchanged (100)
Remaining shares exchanged (542,684)
Remaining shares exchanged (at 1.85 per share) 1,003,965.4
Fractional shares not exchanged (348.4)
------------
Total Shares Exchanged 391,347
<PAGE>
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 hereto duly authorized.
Dated: January 3,1996 NEW ENGLAND COMMUNITY BANCORP, INC.
By S/S DAVID A. LENTINI
David A. Lentini, President
and Chief Executive Officer
