SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 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
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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 5. Other Events
Pursuant to the terms of Plan and Agreement of Merger (the
"Agreement"), dated February 10, 1998, by and between New England Community
Bancorp, Inc. ("NECB") and Olde Port Bank & Trust ("OPBT"), a New Hampshire
state-charted bank and trust company, on Friday, July 10, 1998 (the "Effective
Time"), NECB acquired all of the issued and outstanding common stock, $1.00 par
value, of OPBT ("OPBT Common Stock").
At the Effective Time, OPBT was merged with and into NECB Interim Bank,
an interim New Hampshire bank organized by NECB as a wholly-owned subsidiary
solely for the purpose of facilitating the acquisition by NECB of OPBT--with
OPBT being the surviving bank. OPBT continues its corporate existence as a New
Hampshire state-chartered bank and trust company and is NECB's fourth wholly
owned banking subsidiary.
Under the terms of the Agreement, for each share of OPBT Common Stock,
holders were to receive NECB Common Stock with a market value of $200.00. The
exact exchange ratio was computed based upon the average closing price of NECB
shares for the ten (10) days preceding the last regulatory approval. Based upon
this average ($23.075), at the Effective Time each share of OPBT Common Stock
outstanding immediately prior to the Effective Time was converted into the right
to receive 8.6674 shares of NECB common stock for each share of OPBT common
stock owned. The resulting transaction value totaled $13.7 million
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) None.
(b) None.
(c) Exhibits.
Exhibit No. Description
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99 Press release dated July 10, 1998.
New England Community Bancorp, Inc.
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Date: July 17, 1998 By: s/s Anson C. Hall
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Anson C. Hall
Vice President and Treasurer
(principal financial officer)
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Exhibit Index
Exhibit No. Description Page
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99 Press release dated July 10, 1998 3
Exhibit 99
[NECB Logo]
NEW ENGLAND COMMUNITY BANCORP, INC.
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P.O. BOX 130
WINDSOR, CT 06095
FOR IMMEDIATE RELEASE
CONTACT: Anson C. Hall Michael Kenslea
Vice President and CFO President and CEO
New England Community Bancorp Olde Port Bank & Trust
(860) 683-4610 (603) 436-8800
NEW ENGLAND COMMUNITY BANCORP
COMPLETES ACQUISITION OF OLDE PORT
WINDSOR, CT, July 10, 1998--New England Community Bancorp, Inc. (Nasdaq: "NECB")
announced today that it has completed its acquisition of Olde Port Bank & Trust
("Olde Port") of Portsmouth, New Hampshire. Olde Port is NECB's fourth banking
subsidiary and will retain both its name and New Hampshire Bank Charter.
David A. Lentini, Chairman, President and CEO of NECB commented, "The Olde Port
acquisition is a great fit with NECB's strategic plan. Our ability to acquire
community banks, which enhance the operating performance of NECB, is one of the
keys to our continued success. The affiliation with NECB will allow Olde Port to
offer an expanded array of products and services within its market area. The
strong economy of Southern New Hampshire provides exciting opportunities for
Olde Port to grow beyond its Portsmouth base."
NECB will account for the acquisition using the pooling-of-interests method of
accounting. Under this method, the recorded assets and liabilities of Olde Port
will be carried forward to NECB. In addition, all subsequent financial
statements will be presented as though the companies had been combined as of the
earliest period presented.
NECB, with combined total assets of $653 million, is the parent company of New
England Bank, Windsor, Connecticut; Equity Bank, Wethersfield, Connecticut;
Community Bank, Bristol, Connecticut; and, Olde Port Bank, Portsmouth, New
Hampshire.
STATISTICAL SUMMARY
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(IN THOUSANDS; EXCEPT PER SHARE DATA)
DATA AS OF MARCH 31, 1998 NECB OLDE PORT
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Total Assets $603,013 $49,807
Total Loans $399,653 $30,735
Total Deposits $509,592 $40,509
Total Capital $55,248 $4,893
Shares Outstanding 5,172 67
Book Value Per Share $10.68 $72.53
