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 10, 1998
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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 February 10, 1998 the Boards of Directors
of New England Community Bancorp, Inc. ("NECB") and Olde Port Bank & Trust
("OPBT"), respectively, approved a definitive agreement (the "Agreement")
whereby OPBT will be acquired by NECB (the "Acquisition"). OPBT will become
NECB's fourth banking subsidiary.
Under the terms of the Agreement, for each share of outstanding
OPBT common stock, holders will receive NECB common stock with a market value of
$200.00, subject to certain adjustments. The exact exchange ratio will be
computed based upon the average closing price of NECB shares for the ten (10)
days preceding the last regulatory approval. Based upon the February 9, 1998
closing price for NECB shares ($24.75), OPBT shareholders would be entitled to
receive approximately 8.08 shares of NECB common stock for each share of OPBT
common stock owned, with a resulting transaction value of approximately $13.8
million.
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 OPBT. OPBT, which operates as a state-chartered commercial
bank, has a single banking office at 501 Islington Street in Portsmouth, NH. At
December 31, 1997, OPBT reported total assets of $47 million, total deposits of
$39 million and shareholders' equity of $4.7 million.
OPBT executive officers and directors, who, according to OPBT, hold
18,332 shares of OPBT common stock, or approximately 27.4% of the currently
outstanding shares of OPBT common stock, have agreed in a separate letter
agreement to vote all of their shares in favor of the Acquisition and against
any other competing transaction.
The management of NECB and OPBT anticipate that the Acquisition
will close on or about June 30, 1998 and will be accounted for using the pooling
or interests 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 OPBT.
Item 7. Exhibit No. Description
99.1 NECB and OPBT Press Release dated February 10, 1998.
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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 25, 1998 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 February 10 1998
Page 1 of 2
NEW ENGLAND COMMUNITY BANCORP, INC.
COMMUNITY SAVINGS BANK
NEW ENGLAND COMMUNITY BANCORP, INC. OLDE PORT BANK AND TRUST
David A. Lentini Michael E. Kenslea
Chairman, President & CEO President & Chief Executive Officer
860-683-4601 603-436-8800
Anson C. Hall
V. P. & Chief Financial Officer
860-683-4610
For Immediate Release
NEW ENGLAND COMMUNITY BANCORP
TO ACQUIRE
OLDE PORT BANK AND TRUST OF PORTSMOUTH, NH
WINDSOR, CT, February 10, 1998 -- New England Community Bancorp, Inc.
(NASDAQ:NECB) and Olde Port Bank and Trust ("Olde Port") of Portsmouth, New
Hampshire, announced today the signing of a definitive agreement under which
Olde Port will become the newest banking subsidiary in NECB's growing family of
banks. NECB will acquire all of the outstanding common stock of Olde Port in an
exchange of stock. NECB's other banks include New England Bank & Trust Company
(Windsor, CT), The Equity Bank (Wethersfield, CT), and Community Bank (Bristol,
CT).
Under the terms of the agreement, for each share of outstanding Olde Port common
stock, holders will receive NECB common stock with a market value of $200.00,
subject to certain adjustments. The exact exchange ratio will be computed based
upon the average closing price of NECB shares for the ten (10) days preceding
the last regulatory approval. Based upon yesterday's closing price for NECB
shares ($24.75), Olde Port shareholders would be entitled to receive
approximately 8.08 shares of NECB common stock for each share of Olde Port
common stock owned, with a resulting transaction value of approximately $13.8
million. The transaction is subject to approval by Olde Port shareholders and
various regulatory agencies. It is anticipated that the transaction will close
on or about June 30, 1998, will be accounted for as a pooling of interests and
will be tax-free to Olde Port shareholders.
David A. Lentini, NECB's Chairman, President and CEO, said "We are pleased that
the directors and management of Olde Port have placed their confidence in NECB.
While this is our first venture outside Connecticut, our strategic plan has
always focused on opportunities throughout New England. NECB is continuing to
build a strong family of community banks, and we welcome Olde Port to our
organization."
Olde Port President Michael E. Kenslea commented, "Meeting the banking and
financial services needs of our customers remains our most important goal. Our
affiliation with NECB gives us the
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resources we need to achieve this. Local decision making and a high level of
service are important in setting community banks apart from the pack. Our
Directors were unanimous in their support of the proposed merger when they
became convinced of NECB's commitment to COMMUNITY BANKING."
At December 31, 1997, Olde Port reported total assets of $47 million and total
deposits of $39 million. Olde Port, which operates as a state-chartered
commercial bank, has a single banking office at 501 Islington Street in
Portsmouth, NH.
New England Community Bancorp, Inc. is a multibank holding company whose
subsidiaries serve communities throughout northcentral Connecticut. New England
Bank and Trust Company is headquartered in Windsor, Connecticut. The Equity Bank
is located in Wethersfield, Connecticut and Community Bank is headquartered in
Bristol, Connecticut.
SUMMARY DATA TABLE
Information is as of or for the year ended December 31, 1997
(DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
NECB OLDE PORT
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Total Assets $606,170 $46,659
Total Loans 411,471 27,700
Allowance for Loan Losses 9,257 668
Total Deposits 522,644 39,399
Total Equity 53,823 4,726
Net Income $4,635 $643
Earnings per share $0.90 $9.61
Shares Outstanding 5,161,000 67,000
Book Value Per Share $10.43 $70.05
Equity/Assets 8.88% 10.13%
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