SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
SEPTEMBER 17, 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 06-1116165
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(Commission File Number) (IRS Employer Identification No.)
OLD WINDSOR MALL, P.O. BOX 130, WINDSOR, CONNECTICUT 06095
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(Address of principal executive offices and zip code)
TELEPHONE: (860) 610-3600
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(Registrant's telephone number, including area code)
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Form 8-K
New England Community Bancorp, Inc.
Commission File No. 0-14550
Item 5. Other Matters
At separate meetings on September 16, 1997 and September 17, 1997 the
Boards of Directors of New England Community Bancorp, Inc. ("NECB") and
Community Savings Bank ("CSB"), respectively, approved a definitive agreement
(the "Agreement") whereby CSB will be acquired by NECB ("the Acquisition"). The
Agreement was then executed on September 17, 1997. CSB will become NECB's third
banking subsidiary.
Under the terms of the Agreement, CSB shareholders will receive $5.30 in
cash in exchange for each share of CSB 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 CSB. CSB operates two locations in Bristol, Connecticut and
serves the surrounding communities. At June 30, 1997, CSB had assets of
approximately $71 million, deposits of approximately $66 million, loans of
approximately $55 million, and shareholders' equity of approximately $4 million.
The management of NECB and CSB anticipate that the Acquisition will close
late in the fourth quarter of 1997, and will be accounted for using the purchase
method of accounting.
Attached hereto as Exhibit 99.1, is a joint press release announcing the
signing of the Agreement and providing certain supplemental information about
NECB and CSB.
Item 7. Exhibit No. Description
99.1 NECB and CSB Press Release dated September 17, 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: September 18, 1997 NEW ENGLAND COMMUNITY BANCORP, INC.
BY: /s/ Anson C. Hall
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Anson C. Hall
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Exhibit 99.1--Press Release dated September 17, 1997
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NEW ENGLAND COMMUNITY BANCORP, INC.
COMMUNITY SAVINGS BANK
For more information contact:
New England Community Bancorp, Inc. Community Savings Bank
David A. Lentini Giacomo L. Acquarulo
President & Chief Executive Officer President & Chief Executive Officer
860-683-4601 860-589-3200
Anson C. Hall Morris Eisenberg
Chief Financial Officer Vice President & Treasurer
860-683-4610 860-589-3200
For Immediate Release
NEW ENGLAND COMMUNITY BANCORP
TO ACQUIRE
COMMUNITY SAVINGS BANK OF BRISTOL
WINDSOR, CT, September 17, 1997. New England Community Bancorp, Inc.
(NASDAQ:NECB) and Community Savings Bank ("CSB") of Bristol, Connecticut,
announced today the signing of a definitive agreement under which CSB would
become the third banking subsidiary in the growing family of New England
Community Bancorp's Banks. NECB would acquire all of the outstanding Common
Stock of CSB in an all cash transaction. NECB is the bank holding company for
New England Bank & Trust Company ("New England Bank") and The Equity Bank
("Equity Bank"). CSB will continue to serve the City of Bristol, Connecticut,
and its surrounding towns.
Under the terms of the agreement, CSB shareholders will receive $5.30 in cash
for each share of CSB Common Stock they own. Management placed the value of the
transaction at approximately $5 million. The purchase price is approximately
111% of CSB's June 30, 1997 book value and 13.9 times CSB's 12-month trailing
earnings per share. NECB expects the acquisition to be accretive to earnings in
1998. The transaction is subject to approval by CSB shareholders and various
regulatory agencies. It is anticipated that the transaction will close late in
the fourth quarter of 1997 and will be accounted for as a purchase.
(over)
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David A. Lentini, NECB's President and Chief Executive Officer, said "I am
pleased that the directors of CSB have placed their confidence in NECB. Both
Boards of Directors are committed to preserving Connecticut-based community
banking. We feel strongly that each organization brings value to this
transaction. NECB will provide its significant capital strength and technical
know-how, while CSB will continue to provide its customers with the same
personal service and local decision making."
At June 30 1997, CSB reported total assets of $71 million and total deposits of
$66 million. CSB has two banking offices including its headquarters on North
Main Street in Bristol. CSB operates as a Connecticut-chartered savings bank.
While it continues to serve the needs of its retail customers from Bristol and
the neighboring towns, in recent years, it had begun to successfully serve a
growing list of commercial customers as well. This pattern of serving the total
community fits well with the profile of NECB's other two Banks--Windsor-based
New England Bank and Equity Bank of Wethersfield.
CSB President Jack Acquarulo commented, "We look forward to joining forces with
NECB at this time. We have followed their growth and are pleased with their
approach to community banking. We believe this affiliation is the best way to
continue providing our customers with the services and products they expect. The
Board of Directors arrived at the unanimous decision in favor of the merger with
NECB. NECB is a quality institution, committed to COMMUNITY BANKING in
Connecticut."
NECB, which completed its acquisition of the First Bank of West Hartford on
August 7, 1997 has combined total assets of $521 million. With total equity in
excess of $50 million, its equity to asset ratio is 9.66%.
SUMMARY DATA TABLE
Information is as of June 30, 1997
(IN THOUSANDS EXCEPT FOR PER SHARE DATA)
NECB* CSB
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Total Assets $521,277 $71,176
Total Loans $344,304 $55,155
Allowance for Loan Losses $6,703 $1,051
Total Deposits $450,743 $65,927
Total Equity $51,572 $4,302
Shares Outstanding 4,628 889
Book Value Per Share $11.14 $4.84
Equity/Assets 9.90% 6.04%
*Data for NECB includes First Bank of West Hartford which was acquired on August
7, 1997.
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