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
December 31, 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)
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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 Merger (the "Agreement"), dated
September 17, 1997, by and between New England Community Bancorp, Inc. ("NECB")
and Community Savings Bank ("CSB"), a Connecticut state-charted savings bank, on
Friday, December 31, 1997 (the "Effective Time"), NECB acquired all of the
issued and outstanding common stock, $4.00 par value, of CSB ("CSB Common
Stock").
At the Effective Time, CSB was merged with and into NECB Interim Bank, an
interim Connecticut bank organized by NECB as a wholly-owned subsidiary solely
for the purpose of facilitating the acquisition by NECB of CSB--with CSB being
the surviving bank. CSB, which was renamed Community Bank, continues its
corporate existence as a Connecticut state bank and trust company and is a
wholly-owned subsidiary of NECB.
At the Effective Time, each share of CSB Common Stock outstanding immediately
prior to the Effective Time was converted into the right to receive $5.30 in
cash. Stock options which, as of the Effective Time, were outstanding and
exercisable shall receive a cash payment from NECB in an amount equal to the
excess, if any, of $5.30 over the per share exercise price of the option,
multiplied by the number of shares of CSB Common Stock covered by such option.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) It is impracticable to provide in this filing the financial
statements required by this item. Such statements will be
provided on or before March 15, 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 March 15, 1998.
(c) Exhibits
Exhibit No. Description
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99 Press release dated January 5, 1998.
New England Community Bancorp, Inc.
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Date: January 7, 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 January 5, 1998 3
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
NECB COMPLETES ACQUISITION OF
COMMUNITY SAVINGS BANK
WINDSOR, CT, January 5, 1998 -- New England Community Bancorp, Inc. (Nasdaq:
"NECB") today completed its acquisition of Community Savings Bank ("CSB"). This
is the fourth acquisition completed by NECB in the past two years and increases
the Company's total assets to approximately $600 million.
Community Savings Bank, organized in 1987, is headquartered in Bristol,
Connecticut, with a branch office in Terryville. The Bank will continue to
operate under its own charter, but with a new name. "We decided to call it
Community Bank," stated NECB Chairman & CEO, David A. Lentini, "to better
reflect its full service commitment to the businesses and residents of Bristol
and the surrounding towns."
In a related matter, the FDIC announced it has removed the Cease and Desist
Order it had imposed upon the Bank in 1992. CSB President, Giacomo Acquarulo,
commented "Our affiliation with NECB makes it possible for the Bank to take an
active roll in promoting the economic viability of the City of Bristol. We now
have the capital we need and we can offer the products and services our market
area demands."
Under the terms of the agreement, shareholders of CSB received $5.30 cash in
exchange for each share of Common Stock owned.
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Page 2 of 2
The acquisition will be accounted for under the purchase method. With purchase
accounting, the assets and liabilities of Community Bank are recorded by NECB at
their fair value. The cost of the acquisition is allocated to the identifiable
tangible and intangible assets and liabilities being acquired or assumed, with
any excess cost being recorded as goodwill. For financial statement purposes,
the balances and reported income of Community Bank will be included in the
operations of NECB after the acquisition.
STATISTICAL SUMMARY
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(in thousands except per share data)
Data as of September 30, 1997 NECB Community Bank
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Total Assets $517,883 $71,083
Total Loans $351,334 $55,805
Total Deposits $442,402 $65,870
Total Capital $51,578 $4,289
Shares Outstanding 5,129 (1) 889
Book Value Per Share $10.06 $4.82
(1) shares outstanding adjusted for 10% Dividend effective December 31, 1997
NECB, with total assets in excess $600 million, is the parent company of New
England Bank of Windsor, Connecticut, Equity Bank of Wethersfield, Connecticut,
and Community Bank of Bristol, Connecticut.
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