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
August 14, 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)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to the terms of the Plan and Agreement of Merger (the
"Agreement"), dated March 19, 1998, by and among New England Community Bancorp,
Inc. ("NECB"), New England Bank & Trust Company, a wholly-owned subsidiary of
NECB ("NEBT") and Bank of South Windsor ("BSW"), on Friday, August 14, 1998 (the
"Effective Time"), NECB acquired all of the issued and outstanding common stock,
$5.00 par value, of BSW ("BSW Common Stock"). BSW, a Connecticut charter bank
and trust company, operates three branches in Connecticut and as of June 30,
1998 had total assets of $154,207,000.
At the Effective Time, each share of BSW Common Stock outstanding
immediately prior to the Effective Time (excluding shares held by NECB) was
converted into the right to receive 1.3539 shares of common stock, $0.10 par
value, of NECB ("NECB Common Stock"). Each share of BSW Common Stock which was
beneficially owned by NECB prior to the Effective Time has been cancelled and
retired.
The amount of consideration paid was $27,533,000 based upon
approximately 986,000 shares of BSW Common Stock outstanding and the closing
price of $20.625 for NECB Common Stock. The press release dated August 14, 1998
and attached hereto describes the effect of the transaction more fully.
Stock options pursuant to the BSW 1990 Non-qualified Stock Option Plan
which, as of the Effective Time, were outstanding and unexercised shall cease to
represent a right to acquire shares of BSW Common Stock and shall be converted
automatically into an option to purchase shares of NECB Common Stock, as
provided in the Agreement.
At the Effective Time, BSW was merged with and into NEBT.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The filing of financial statements required by this item will be
made on or before October 27, 1998.
(b) It is impracticable to provide in this filing the pro forma
financial information required by this item. Such information
will be provided on or before October 27, 1998.
(c) Exhibits
Exhibit No. Description
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2 Plan and Agreement of Merger dated
March 19, 1998 by and among New England
Community Bancorp, Inc., New England
Bank & Trust Company and Bank of South
Windsor (Incorporated by reference to
appendix A to NECB's registration
statement on Form S-4 File No.
333-57899).
99 Press release dated August 14, 1998.
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 hereunto duly authorized.
New England Community Bancorp, Inc.
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Date: August 25, 1998 By: /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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2 Plan and Agreement of Merger dated March
19, 1998 by and among New England Community
Bancorp, Inc., New England Bank & Trust
Company and Bank of South Windsor
(Incorporated by reference to appendix A to
NECB's registration statement on Form S-4
File No. 333-57899).
99 Press release dated August 14, 1998 4
Exhibit 99
NEW ENGLAND COMMUNITY BANCORP, INC.
P.O. Box 130
Windsor, CT 06095
CONTACT: David A. Lentini Page 1 of 2
Chairman, President & CEO
(860) 683-4601
NEW ENGLAND COMMUNITY BANCORP
COMPLETES ACQUISITION OF BANK OF SOUTH WINDSOR
WINDSOR, CT, August 14, 1998--New England Community Bancorp, Inc. (Nasdaq:
"NECB") announced that its acquisition of the Bank of South Windsor will take
effect after the close of business today. The transaction was approved by
shareholders of both organizations at separate meetings held earlier this week.
Management also reported that all necessary regulatory approvals have been
received.
Under the terms of the agreement South Windsor shareholders will receive 1.3539
shares of NECB common stock for each share of Bank of South Windsor stock.
Management placed the value of the transaction at $27,533,000. This value was
arrived at based upon approximately 986,000 shares of South Windsor stock
outstanding and the closing price of $20.625 for NECB stock (Nasdaq August
13,1998).
The transaction is expected to be accretive to NECB's earnings per share
beginning in the fourth quarter of 1998. The transaction will be accounted for
as a "pooling of interests." In such a transaction the historical performance of
the entities are combined and restated for comparative purposes, and costs
associated with the transaction are charged to net income in the period
incurred. Management anticipates that the expenses related to the transaction
and provisions for restructuring South Windsor will result in a one-time charge
to earnings in the third quarter of approximately $2.6 million.
Bank of South Windsor will be merged with NECB's lead subsidiary, New England
Bank. South Windsor's main office and branches in Vernon and East Hartford will
become branches of New England Bank. Bank of South Windsor President & CEO, John
R. Dunn, remarked "Our customers may be assured that the same friendly,
professional staff will be available to serve our customers in all three branch
locations. I am glad to say that both management teams have worked hard to
ensure a smooth transition."
NECB Chairman & CEO, David A. Lentini, noted "By joining forces our two
successful banks have formed a stronger community bank better able to meet the
future banking and borrowing needs for customers of both institutions."
In a related note President Dunn, who joined the Bank of South Windsor in 1996
and is the one given much of the credit for its return to profitability, is
leaving the company to pursue other interests.
The Bank of South Windsor is NECB's second completed acquisition this quarter
and the fifth since December 1995. In July NECB acquired Olde Port Bank of
Portsmouth, New Hampshire, marking its first expansion beyond Connecticut
boundaries.
NECB, with combined total assets of $806 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.
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Page 2 of 2
STATISTICAL SUMMARY
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(IN THOUSANDS; EXCEPT PER SHARE DATA)
DATA AS OF JUNE 30, 1998 NECB (A) BSW
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Total Assets $652,075 $153,683
Total Loans $440,749 $95,001
Total Deposits $544,457 $129,207
Total Capital $60,975 $11,461
Shares Outstanding 5,770 986
Book Value Per Share $10.57 $11.63
(a) includes Olde Port Bank, acquired on July 10, 1998
