SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 26, 1997
(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) 683-4612
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Form 8-K
New England Community Bancorp, Inc.
Commission File No. 0-14550
Item 5. Other Matters
On February 25, 1997, New England Community Bancorp, Inc.
("NECB") a Delaware Corporation and a registered bank holding
company and First Bank of West Hartford ("First Bank") issued a
joint press release (attached hereto as Exhibit 99) announcing
the signing of a definitive agreement (the "Agreement") between
NECB and First Bank whereby First Bank will be acquired by NECB
("the Acquisition"). NECB anticipates that First Bank will be
merged with and into its Connecticut bank subsidiary, New England
Bank & Trust Company.
Under the terms of the Agreement, First Bank shareholders
will receive 0.62 of a share of common stock of NECB in exchange
for each share of First Bank common stock.
The Acquisition is subject to customary conditions,
including but not limited to the approval by federal and state
bank regulatory authorities and the shareholders of First Bank
and NECB. First Bank, operates out of a single office located in
West Hartford, Connecticut and - at December 31, 1996 - had assets
of approximately $84 million, deposits of approximately $70 million,
loans of approximately $47, and shareholders' equity of
approximately $9 million.
The management of NECB and First Bank anticipate that the
Acquisition will close during the third quarter of 1997 and will
be accounted for as a pooling of interests.
Item 7. Exhibit No. Description
99 NECB and First Bank Acquisition
Press Release dated February 25, 1997
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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 hereto duly authorized.
Dated: February 27, 1997 NEW ENGLAND COMMUNITY BANCORP, INC.
By: /s/ Anson C. Hall
Anson C. Hall
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Page 1 of 2
NEW ENGLAND COMMUNITY BANCORP, INC.
FIRST BANK OF WEST HARTFORD
NEW ENGLAND COMMUNITY BANCORP
TO ACQUIRE
FIRST BANK OF WEST HARTFORD
WINDSOR, CT, February 25, 1997. New England Community Bancorp,
Inc. (NASDAQ:NECB) and First Bank of West Hartford announced
today the signing of a definitive agreement under which New
England Community Bancorp ("NECB") would acquire First Bank of
West Hartford ("First Bank") in a tax-free stock-for-stock
transaction. NECB is the bank holding company for New England
Bank & Trust Company ("New England Bank") and The Equity Bank.
First Bank will be merged with and into New England Bank.
Under the terms of the agreement, First Bank shareholders will
receive 0.62 shares of NECB Common Stock for each share of First
Bank Common Stock they own. Under certain circumstances, First
Bank has the right to terminate the agreement if the price of
NECB Common Stock falls below $12.80 unless NECB agrees to adjust
the exchange ratio.
Based upon NECB's closing stock price of $16.75 on February 24,
1997, the transaction has a value of $10.39 per share of First
Bank Stock or an aggregate value of $17.0 million. The purchase
price is approximately 184% of First Bank's December 31, 1996
book value and 13.9 times First Bank's 1996 earnings. The
transaction is subject to approval by NECB and First Bank
Shareholders and various regulatory agencies. It is anticipated
that the transaction will close by July, 1997 and will be
accounted for as a pooling-of-interests.
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Page 2 of 2
David A. Lentini, NECB's President and Chief Executive Officer,
said "The acquisition of First Bank solidifies New England Bank's
position in the West Hartford market. First Bank is an
established, respected institution with an attractive commercial
lending and retail banking franchise. We look forward to serving
the customers of First Bank and providing the same level of
personal service that First Bank has so effectively delivered.
First Bank customers will benefit from an expanded network of
products, branches and ATM locations. NECB's shareholders will
benefit from an in-market acquisition that should be accretive to
earnings within the first twelve months."
Dennis T. Cardello, President of First Bank, commented, "The
Board and senior management have been very pleased with First
Bank's performance. However, pressures on community banks from
increased competition and the continued need to keep pace with
technological advancements caused the Board to consider an
affiliation. We arrived at the unanimous decision in favor of
the merger with NECB. New England is a quality institution,
committed to community banking in Connecticut. First Bank wanted
to be affiliated with an organization like New England - one that
has a proven track record of providing quality community
banking."
At year-end 1996, First Bank reported total assets of $84
million, total deposits of $70 million and $9.2 million in
shareholders' equity. First Bank reported net income of $1.2
million or $0.88 per share, for the year ended December 31, 1996.
First Bank's only office is in West Hartford.
At December 31, 1996, NECB has total assets of $433 million,
deposits totaling $387 million and equity of $40 million. NECB
reported earnings of $4.3 million, or $1.26 per share, for the
year ended December 31, 1996.
