November 21, 1995
United States Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Seconn Holding Company
Commission File Number 02-96496
To Whom This May Concern:
Following, pursuant to the Securities Exchange Act of 1934, please find a
Form 8-K for the above referenced company.
Should you have any questions or comments regarding this matter, please
contact the undersigned at (860) 447-1401.
Sincerely,
/s/ Stephen M. Hotchkiss
---------------------------
Stephen M. Hotchkiss
President and
Chief Executive Officer
<PAGE>
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
NOVEMBER 15, 1995
(Date of Earliest Event Reported)
SECONN HOLDING COMPANY
(Exact name of registrant as specified in its charter)
CONNECTICUT
(State or other jurisdiction of incorporation or organization)
2-96496 06-1114557
(Commission File Number) (IRS Employer Identification No.)
716 BROAD STREET EXTENSION, WATERFORD, CT 06385
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (203) 447-1401
Page 1 of 5
<PAGE>
Form 8-K, Current Report
Seconn Holding Company
Commission File No. 2-96496
The total number of Pages in this Report (excluding exhibits) is 4 and including
exhibits is 5.
Item 5. OTHER MATTERS
Special Meeting of Shareholders of Seconn Holding Company
A Special Meeting of Shareholders of Seconn Holding Company ("Seconn")
was held on Wednesday, November 15, 1995. Shareholders voted on and approved the
following:
The proposal to approve an Agreement and Plan of Merger, dated July 24,
1995 and amended October 11, 1995 pursuant to which Norwich Financial Corp.
("Norwich") will acquire all of the capital stock of Seconn in a transaction
whereby a corporation organized by Norwich under the laws of the State of
Connecticut as a wholly owned subsidiary of Norwich or Norwich Savings Society
shall merge with and into Seconn pursuant to which each outstanding share of
stock of Seconn immediately prior to the Effective Time except for shares owned
by Seconn or held by its subsidiary, the Bank of Southeastern Connecticut shall
be converted into the right to receive payment of $6.00 per share in cash
without interest subject to possible increases.
CLASS A SHARES
"FOR APPROVAL" "AGAINST APPROVAL" "ABSTAIN" "NO VOTE"
579,024 660 3217 7522
- - --------------- ----------------- --------- ---------
CLASS B SHARES
"FOR APPROVAL" "AGAINST APPROVAL" "ABSTAIN" "NO VOTE"
4,950 0 0 0
- - --------------- ----------------- -------- -----
The vote required for approval was 461,384 shares of Class A Common
Stock and 3,300 shares of Class B Common Stock which represented two-thirds of
the outstanding Class A and Class B Common Stock entitled to vote on the record
date, September 25, 1995. There were 579,024 votes of Class A Common Stock "FOR
APPROVAL" and 4,950 votes of Class B Common Stock "FOR APPROVAL" and the
proposal was approved.
Page 2 of 5
<PAGE>
Form 8-K, Current Report
Seconn Holding Company
Commission File No. 2-96496
Item 7. Exhibits
Exhibit No. Description
- - ----------- -----------
99.1 Copy of the Joint Press Release, dated November 15,
1995, issued by Seconn Holding Company and Norwich
Financial Corp.
Dated: November 21, 1995 SECONN HOLDING COMPANY
By /s/ Stephen M. Hotchkiss
------------------------------
Stephen M. Hotchkiss
Chief Executive Officer
INDEX TO EXHIBITS
Exhibit Number Description Page
- - -------------- ----------- ----
99.1 Copy of the Joint Press Release, 4
dated November 15, 1995, issued
by Seconn Holding Company and
Norwich Financial Corp.
Page 3 of 5
<PAGE>
EXHIBIT 99.1
Copy of Joint Press Release dated
November 15, 1995, Issued by
Seconn Holding Company and Norwich Financial Corp.
Page 4 of 5
<PAGE>
Shareholders of Seconn Holding Company located in Waterford,
Connecticut, which is the holding company for the Bank of Southeastern
Connecticut, today overwhelmingly approved a merger with Norwich Financial Corp.
Under the terms of a definitive agreement signed in July, 1995, shareholders of
Seconn will receive $6.00 in cash for each share of outstanding stock of Seconn,
subject to certain possible upward adjustments set forth in the agreement.
Daniel R. Dennis, Jr. will continue to hold his current position as Chairman,
President and Chief Executive Officer of Norwich Financial Corp. and the Norwich
Savings Society. Martin J. Sullivan, Jr., one of the current directors of
Seconn, the holding company for The Bank of Southeastern Connecticut, will be
elected to the Board of Directors of the Norwich Savings Society. The proposed
merger has been approved by the Federal Reserve and the FDIC, and State of
Connecticut Banking Department approval is anticipated in the very near future.
As of September 30, 1995, Norwich Financial Corp. had total assets of
$656 million and shareholders' equity of $74 million. The Norwich Saving
Society, NFC's principal subsidiary, currently operates 15 banking offices
throughout eastern Connecticut with additional offices in New London and on the
Mashantucket Pequot Reservation which is scheduled to open in December. The Bank
of Southeastern Connecticut operates offices in Waterford, Groton and East Lyme.
"I am extremely pleased with the results of today's vote," stated Mr.
Dennis. The acquisition of The Bank of Southeastern Connecticut rounds-out our
franchise by providing us with an entree into the growing business market of the
Greater New London Community. We hope to be able to finalize the merger by year-
end," Dennis concluded.
Page 5 of 5
