SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 7, 1997
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(Date of earliest event reported)
NEW ENGLAND COMMUNITY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-14550 06-1116165
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(Commission File Number) (IRS Employer Identification No.)
POST OFFICE BOX 130, OLD WINDSOR MALL, WINDSOR, CONNECTICUT 06095
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(Address of principal executive offices)
(860) 610-3600
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(Registrant's telephone number, including area code)
<PAGE>
Form 8-K, Current Report
New England Community Bancorp, Inc.
Commission File No. 0-14550
Item 2. Acquisition or Disposition of Assets.
Pursuant to the terms of Plan and Agreement of Reorganization (the "Agreement"),
dated February 25, 1997, by and among New England Community Bancorp, Inc.
("NECB"), NECB's Connecticut banking subsidiary, New England Bank & Trust
Company ("NEBT"), and First Bank of West Hartford ("FBWH"), a Connecticut
charted commercial bank, on Thursday, August 7, 1997 (the "Effective Time"),
NECB acquired all of the issued and outstanding common stock, $0.01 par value,
of FBWH ("FBWH Common Stock").
At the Effective Time, each share of FBWH Common Stock outstanding immediately
prior to the Effective Time (excluding shares held by NECB) was converted into
the right to receive 0.62 shares of common stock, $0.10 par value, of NECB
("NECB Common Stock") (the "Per Share Consideration"). Each share of FBWH Common
Stock which was beneficially owned by NECB prior to the Effective Time was
canceled and retired.
Stock options which, as of the Effective Time, were outstanding and fully vested
and exercisable as to all of the shares of FBWH Common Stock that were subject
to such option (including options that became exercisable as a result of the
transaction contemplated by the Agreement) (each, a "Vested Stock Option") was
converted at the Effective Time into NECB Common Stock in accordance with a
formula set forth in the Agreement, to the extent permitted under the FBWH Stock
Option Plans pursuant to which such Vested Stock Options were granted and the
Agreement.
At the Effective Time, FBWH was merged with and into NEBT.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
Pursuant to the requirements of Rule 3-05 of Regulation S-X,
the following financial statements for FBWH have been included in this filing:
1. Balance Sheet as of June 30, 1997 (unaudited) and
December 31, 1996.
2. Statements of Income for the six months ended June 30,
1997 and 1996 (unaudited).
3. Statements of Cash Flows for the six months ended June
30, 1997 and 1996 (unaudited).
4. Notes to Unaudited Financial Statements.
5. Audited Financial Statements as of and for the years
ended December 31, 1996, 1995 and 1994. (Audited
Financial Statements, were previously filed in, and are
incorporated by reference to, NECB's Registration
Statement on Form S-4, File No. 333-30177).
(b) Pro Forma Financial Statements.
Pursuant to the requirements of Article 11 Regulation S-X, the
following pro forma financial statements for NECB and FBWH have been included in
this filing. Other pro forma financial statements required by the above Article
and not included in this filing were previously filed in, and are hereby
incorporated by reference to, NECB's Registration Statement on Form S-4, File
No. 333-30177.
1. Pro Forma Combined Condensed Consolidated Balance Sheet
as of June 30, 1997 (unaudited).
2. Notes to Pro Forma Balance Sheet.
3. Pro Forma Combined Condensed Consolidated Income
Statement for the six months ended June 30, 1997
(unaudited).
4. Notes to the Pro Forma Income Statements.
(c) Exhibits--None
NEW ENGLAND COMMUNITY BANCORP, INC.
Date: October 21, 1997 By/S/S ANSON C. HALL
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Anson C. Hall
Vice President and Treasurer
(principal financial officer)
<PAGE>
Item 7(a)
Financial Statements of Business Acquired
<PAGE>
FIRST BANK OF WEST HARTFORD
CONSOLIDATED BALANCE SHEETS
(thousands of dollars)
June 30, 1997 December 31,
(Unaudited) 1996
ASSETS:
Cash and due from banks $ 3,617 $ 3,100
Federal funds sold 4,310 5,450
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Cash and cash equivalents 7,927 8,550
Securities held-to-maturity 5,740 5,976
Securities available-for-sale 18,300 19,179
Federal Home Loan Bank stock 786 687
Loans outstanding 47,781 47,208
Less: allowance for possible
loan losses (1,182) (1,146)
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Net loans 47,599 46,062
Mortgages held-for-sale 176
Accrued interest receivable 713 707
Premises and equipment 544 596
Other real estate owned 361 207
Other assets 1,198 1,455
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Total Assets $ 83,168 $ 83,595
======== ========
Liabilities:
Deposits:
Noninterest bearing $ 15,056 $ 10,975
Interest bearing 54,298 59,131
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Total deposits 69,354 70,106
Borrowed Funds 4,250 4,226
Other liabilities 406 454
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Total Liabilities 392,748 74,786
Shareholders' Equity:
Common Stock 15 15
Additional paid-in capital 10,704 10,683
Accumulated Deficit (1,434) (1,799)
Net unrealized loss on securities
available-for-sale (127) (90)
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Total Shareholders' Equity 9,158 8,809
-------- --------
Total Liabilities & Shareholders' Equity $ 83,168 $ 83,595
======== ========
The accompanying notes are an integral part of these statements.
<PAGE>
FIRST BANK OF WEST HARTFORD
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
(thousands of dollars; except per share data)
Six months ended June 30, 1997 1996
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INTEREST INCOME:
Loans, including fees $ 2,334 $ 2,148
Investment Securities 781 790
Federal funds sold and other interest 97 70
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Total interest income 3,212 3,008
INTEREST EXPENSE:
Deposits 915 1,000
Borrowed funds 131 41
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Total interest expense 1,046 1,041
Net interest income 2,166 1,967
Provision for possible loan losses 60 105
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Net interest income after provision for possible
loan losses 2,106 1,862
Noninterest income:
Service charges, fees and commissions 148 145
Investment securities losses, net 2
Gain on the sales of loans, net 174 357
Other 48 40
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Total noninterest income 372 542
NONINTEREST EXPENSE:
Salaries and employee benefits 672 699
Occupancy 274 285
Furniture and equipment 98 86
Outside services 322 295
Postage and supplies 53 57
Insurance and assessments 24 26
Losses, writedowns, expenses -
other real estate owned 17 203
Other 181 114
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Total noninterest expense 1,641 1,765
Income before taxes 837 639
Income taxes 317 86
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Net Income $ 520 $ 553
======== ========
Net income per share $ 0.32 $ 0.45
Weighted average shares outstanding
of common stock 1,636 1,227
The accompanying notes are an integral part of these statements.
<PAGE>
FIRST BANK OF WEST HARTFORD
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(thousands of dollars)
SIX MONTHS ENDED JUNE 30, 1997 1996
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OPERATING ACTIVITIES:
Net income $ 520 $ 553
Adjustment for noncash charges (credits):
Decrease in Deferred Tax Assets 260 90
Provision for depreciation and amortization 103 106
Losses from sale or disposal and provisions
to reduce the carrying value
of other real estate owned, net 26 197
Securities losses (gains), net (2)
Accretion of discounts and amortization
of premiums on bonds, net (24) (18)
Provision for possible loan losses 60 105
(Increase) decrease in accrued interest income
and other assets, net (8) (202)
Decrease (increase) in loans held-for-sale 176 864
(Decrease) increase in accrued interest
payable and other liabilities, net (50) (76)
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Net cash provided by operating
activities 1,061 1,688
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FINANCING ACTIVITIES:
Increase (decrease) in demand and savings accounts (1,565) 1,111
Increase (decrease) in certificates of deposits 812 (1,517)
Increase (decrease) in borrowings 24 3,362
Proceeds from issuance of common stock
and/or warrants 21 25
Cash dividends paid (153) (99)
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Net cash used for financing activities (861) 2,882
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INVESTING ACTIVITIES:
Loans originated, net of principal collections (1,741) (3,322)
Deferred loan fees 12 28
Purchases of securities available-for-sale . (99) (7,438)
Proceeds from sales and maturities of
securities available-for-sale 825 3,997
Purchases of securities held-to-maturity (25) (1,392)
Proceeds from maturities of securities
held-to-maturity 258 1,208
Proceeds from sales of other real estate owned 825
Purchases of premises and equipment, net (52) (42)
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Net cash provided by (used for)
investing activities (822) (6,136)
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Increase (decrease) in cash and cash equivalents (622) (1,566)
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Cash and cash equivalents, beginning of period 8,550 7,139
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Cash and cash equivalents, end of period $ 7,928 $ 5,573
======== ========
Schedule of noncash investing and financing
activities:
Income tax paid 55 12
Interest paid 1,052 1,052
The accompanying notes are an integral part of these statements.
<PAGE>
First Bank of West Hartford
Notes to Financial Statements
March 31, 1996 (Unaudited)
Note 1: Earnings Per Share
Primary and fully diluted earnings per share have been calculated using the
weighted average number of shares outstanding and common stock equivalents for
the six months ended June 30, 1997 and June 30, 1996 as indicated on the
Statements of Income.
Note 2: Adjustments
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 June 30, 1997,
and the results of operations and its cash flows for the six 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, 1997. The accompanying
interim unaudited financial statements should be read in conjunction with the
financial statements and notes thereto included in the Bank's 1996 Annual
Report.
<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 sheet gives effect to the Reorganization (as described in Item 2) of
FBWH with NECB assuming that the Reorganization had been consummated on June 30,
1997.
The unaudited pro forma combined condensed consolidated income
statements set forth the operations of NECB combined with FBWH for the six
months ended June 30, 1997, as if NECB had completed the Reorganization with
FBWH on January 1, 1997.
The Reorganization of FBWH has been accounted for by the pooling of
interests method of accounting. The adjustments arising from the application of
the pooling 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 NECB and FBWH.
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
(ooo's omitted except per share data)
NECB FBWH Pro Forma Pro Forma
JUNE 30, 1997 (Historical) (Historical) Adjustments Results
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash & due from banks $ 23,798 $ 3,617 $ 27,415
Federal funds sold 9,650 4,310 13,960
Investments 94,453 24,826 $ (110)(c) 119,169
Mortgages held-for-sale 1,955 0 1,955
Loans outstanding 293,562 48,781 342,343
Less allowance for loan losses (5,521) (1,182) (6,703)
----------- ----------- --------- ----------
Net loans 288,041 47,599 335,640
Premises & equipment 9,411 1,051 9,955
OREO 1,173 361 1,534
Goodwill 4,308 0 4,308
Other assets 5,320 1,911 7,231
----------- ----------- --------- ----------
Total Assets $ 438,109 $ 83,168 $ (110) $ 521,167
=========== =========== ========= ==========
Deposits:
Noninterest-bearing $ 77,220 15,056 92,276
Interest-bearing 304,170 54,298 358,468
----------- ----------- ----------
Total Deposits 381,170 69,354 450,744
Borrowed Funds 6,510 4,250 10,760
Long-Term Debt 6,000 6,000
Other Liabilities 1,796 406 498(a)
694(b) 3,394
----------- ----------- --------- ----------
Total Liabilities 395,396 74,010 980 470,898
Equity
Common stock 367 15 84 (d) 466
Additional Paid-in-Capital 27,943 10,704 (84)(e)
(110)(c) 38,453
Retained earnings 13,697 (1,434) (694)(b)
(498)(a) 11,071
Unrealized losses on securities
available for sale, net 406 (127) 279
----------- ----------- --------- ----------
Total Equity 42,413 9,158 (1,090) 50,269
----------- ----------- --------- ----------
Total Liabilities & Equity $ 438,109 $ 83,168 $ (110) $ 521,167
=========== =========== ========= ==========
Shares outstanding 3,667,000 1,550,000 (554,000) 4,663,000(f)
Book value/per share 11.57 5.91 10.78
Tangible book value/per share 10.39 5.91 9.86
</TABLE>
See "Notes to Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet"
<PAGE>
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED INCOME STATEMENTS (g)
(ooo's omitted except per share data)
<TABLE>
<CAPTION>
NECB FBWH Pro Forma
SIX MONTHS ENDED JUNE 30 1997 (Historical) (Historical) Results
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income $ 16,141 $ 1,212 $ 19,353
Interest expense 5,543 1,046 6,589
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Net interest income 10,598 2,166 12,764
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Provision for loan losses 498 60 558
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Noninterest revenue
Service charges, fees and commissions 1,080 189 1,269
Investment securities gains, net 159 2 161
Gain on sales of loans, net 241 174 415
Other 64 7 71
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Total 1,544 372 1,916
Noninterest expense
Salaries and employee benefits 4,134 672 4,806
Occupancy 804 274 1,078
Furniture and equipment 545 98 643
Outside services 384 322 706
Postage and supplies 338 53 391
Insurance and assessments 70 24 94
Losses, writedowns and expenses
on other real estate 144 17 161
Goodwill amortization 157 0 157
Other 1,089 181 1,270
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Total 7,665 1,641 9,306
Income before taxes 3,979 837 4,816
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Taxes 1,497 317 1,814
Net Income $ 2,482 $ 520 $ 3,002
========== ========== ==========
Net income per share $ 0.68 $ 0.32 $ 0.64
Weighted average shares of
common shares 3,667,000 1,636,000 4,663,000(h)
</TABLE>
See "Notes to Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet"
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(a) Expenses for restructing, net of tax effect
(b) Expenses related to offering of NECB shares
(c) Retirement of 34,000 shares of FBWH owned by NECB
(d) Issuance of NECB common stock (par value $0.10 per share)
(e) Difference in par value of common stock issued ($0.10 per share for
NECB versus $0.01 per share for FBWH)
<TABLE>
(f) Calculation of pro forma number of common shares outstanding:
<S> <C>
FBWH common stock outstanding at June 30, 1997 1,550,000
FBWH common stock owned by NECB (34,000)
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Net FBWH common stock outstanding and exchangeable 1,516,000
Exchange ratio 0.62
NECB common stock to be issued in the Reorganization 940,000
NECB common stock to be issued in lieu of exercise of FBWH options 56,000
----------
Total shares to be issued in the Reorganization 996,000
NECB common stock outstanding at June 30, 1997 3,667,000
----------
Total NECB common stock outstanding, pro forma 4,663,000
Difference between the sum of the number of outstanding shares of
NECB and FBWH at June 30, 1997 and the total NECB
common stock outstanding, pro forma (554,000)
</TABLE>
(g) The pro forma combined condensed income statements do not reflect
material nonrecurring charges, totaling approximately $1,503,000 in
the aggregate, net of related tax effects, attributable to the FBWH
acquisition.
(h) Calculation of pro forma shares outstanding:
Total shares to be issued in the Reorganization, plus NECB historical
weighted average shares of common stock outstanding.
