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FORM 8-K
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
Date of Report (date of earliest event reported): May 31, 1997
EAGLE FINANCIAL CORP.
================================================================================
(Exact name of registrant as specified in its charter)
DELAWARE 0-15311 06-1194047
- ----------------------------- ---------------- ---------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification Number
222 MAIN STREET, P.O. BOX 1157, BRISTOL, CONNECTICUT 06010
- ---------------------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 314-6400
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 31, 1997, Eagle Financial Corp. (Eagle) completed its
acquisition of MidConn Bank pursuant to an Agreement and Plan of Merger dated as
of January 27, 1997 (the "Merger Agreement"). At March 31, 1997, MidConn Bank
had total assets of approximately $362 million, total deposits of approximately
$312 million and ten branch offices located in central Connecticut.
In accordance with the Merger Agreement, the merger was effected on a
stock-for-stock basis in a tax-free exchange resulting in MidConn Bank being
merged into Eagle's wholly-owned subsidiary, Eagle Bank. Each outstanding share
of MidConn Bank common stock was converted into .86 of a share of Eagle common
stock, plus cash in lieu of fractional shares, at a value of approximately $24
per share, or $46.7 million in aggregate, as of the date of the merger. The
acquisition will be accounted for under the pooling of interests method of
accounting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired
The following audited financial statements of MidConn Bank have
previously been filed with the Securities and Exchange Commission (the "SEC") as
part of Eagle's Form S-4 filed on March 17, 1997, as amended, and are
incorporated herein by reference:
- Report of Independent Accountants;
- Statements of Condition as of September 30, 1996 and 1995;
- Statements of Income for the years ended September 30, 1996, 1995
and 1994;
- Statements of Stockholders' Equity for the years ended
September 30, 1996, 1995 and 1994;
- Statements of Cash Flows for the years ended September 30, 1996,
1995, and 1994; and
- Notes to Financial Statements.
<PAGE>
The following unaudited financial statements of MidConn Bank have
previously been filed with the SEC as part of Eagle's Form S-4 filed on March
17, 1997, as amended, and are incorporated herein by reference:
- Statements of Condition as of December 31, 1996, September 30,
1996 and December 31, 1995;
- Statements of Income for the three months ended December 31, 1996
and 1995;
- Statements of Stockholders' Equity for the three months ended
December 31, 1996 and 1995;
- Statements of Cash Flows for the three months ended December 31,
1996 and 1995; and
- Basis of Presentation.
The following unaudited financial statements of MidConn Bank are
filed herewith and incorporated herein as exhibit 99.1:
- Statements of Condition as of March 31, 1997 and September 30,
1996;
- Statements of Income for the three and six months ended March 31,
1997 and 1996;
- Statements of Stockholders' Equity for the six months ended March
31, 1997 and 1996;
- Statements of Cash Flows for the six months ended March 31, 1997
and 1996; and
- Basis of Presentation.
(b) Proforma financial information
The required proforma financial information of Eagle and MidConn Bank
has previously been filed with the SEC as part of Eagle's Form S-4 filed on
March 17, 1997, as amended, and is incorporated herein by reference.
<PAGE>
(c) Exhibits
2.1 - Agreement and Plan of Merger, dated as of January 27, 1997, by
and among Eagle, Eagle Bank and MidConn Bank (incorporated by reference to
Exhibit 2.1 to Eagle's Current Report on Form 8-K filed with the SEC on February
5, 1997).
99.1 - Unaudited financial statements of MidConn Bank as follows:
- Statements of Condition as of March 31, 1997 and September 30,
1996;
- Statements of Income for the three and six months ended March 31,
1997 and 1996;
- Statements of Stockholders' Equity for the six months ended March
31, 1997 and 1996;
- Statements of Cash Flows for the six months ended March 31, 1997
and 1996; and
- Basis of Presentation
99.2 - Press release dated June 2, 1997
<PAGE>
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 thereunto duly authorized.
EAGLE FINANCIAL CORP.
By: /s/ Mark J. Blum
--------------------------------------
Mark J. Blum
Vice President,
Chief Financial Officer and Secretary
Date: June 13, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NUMBER IN SEQUENTIAL
EXHIBIT NUMBER EXHIBIT NUMBERING SYSTEM
- ------------------------------ --------------------------------------- -----------------------------------
<S> <C> <C>
2.1 Agreement and Plan of
Merger, dated as of January
27, 1997, by and among
Eagle, Eagle Bank and
MidConn Bank (incorporated
by reference to Exhibit 2.1
to Eagle's Current Report on
Form 8-K filed with the SEC
on February 5, 1997).
99.1 Unaudited Financial
Statement of MidConn Bank
as follows:
- Statements of Condition as
of March 31, 1997 and
September 30, 1996;
- Statements of Income for
the three and six months
ended March 31, 1997
and 1996;
- Statements of
Stockholders' Equity for
the six months ended
March 31, 1997 and
1996;
- Statements of Cash
Flows for the six months
ended March 31, 1997
and 1996; and
- Basis of Presentation
99.2 Press release dated
June 2, 1997
</TABLE>
MIDCONN BANK
STATEMENT OF CONDITION
<TABLE>
<CAPTION>
(Unaudited)
March 31, September 30,
1997 1996
---------------- ----------------
<S> <C> <C>
ASSETS:
Cash and Due From Banks $ 5,158,457 $ 6,057,660
Interest Bearing
Deposits 242,078 684,388
Federal Funds Sold 7,800,000 150,000
---------------- ----------------
Cash and Cash Equivalents 13,200,535 6,892,048
Securities:
Available for sale (at market) 19,361,385 15,779,435
Held to maturity (market value $33,769,491 at March 31,
1997 and $36,671,996 at September 30, 1996) 33,996,807 36,744,651
Loans - Net* 276,616,859 280,168,275
Bank Premises and Equipment 3,956,522 4,101,015
Real Estate Owned 2,245,165 2,333,628
Accrued Interest Receivable 2,268,742 2,356,590
Federal Home Loan Bank Stock at Cost 2,749,000 2,651,500
Goodwill 5,253,642 5,497,889
Other Assets 2,032,568 1,903,568
---------------- ----------------
TOTAL ASSETS $ 361,681,225 $ 358,428,599
================ ================
LIABILITIES:
Deposits $ 311,520,566 $ 309,422,170
Mortgage Escrow Accounts 2,473,166 1,658,073
Advances from Federal Home Loan Bank 10,150,000 10,150,000
Other Liabilities 1,726,219 2,353,920
---------------- ----------------
TOTAL LIABILITIES 325,869,951 323,584,163
---------------- ----------------
STOCKHOLDERS' EQUITY
Preferred Stock, no par-value, authorized 1,000,000 shares,
none issued and outstanding - -
Common Stock, par value $1.00 - authorized 8,000,000 shares:
issued and outstanding, 1,955,469 shares at March 31,
1997; 1,936,002 shares at September 30, 1996 1,955,469 1,936,002
Paid-in Capital 15,273,383 15,073,611
Retained Earnings 18,581,676 17,827,712
---------------- ----------------
35,810,528 34,837,325
Unrealized holding gains on
securities available for sale, net 746 7,111
---------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 35,811,274 34,844,436
---------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 361,681,225 $ 358,428,599
================ ================
</TABLE>
*Excluding contingent liability of $740,000 at March 31, 1997 and September 30,
1996 and outstanding letters of credit
<PAGE>
MIDCONN BANK
STATEMENTS OF INCOME - UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
INTEREST INCOME: 1997 1996 1997 1996
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Interest and Fees on Loans:
Mortgage $ 4,836,742 $ 4,642,522 $ 9,740,636 $ 9,198,002
Other 368,125 488,787 818,018 993,095
Interest and Dividends on Securities:
U.S.Government and Other Bonds 652,112 752,340 1,345,085 1,534,510
Marketable Equity Securities 275,227 449,855 528,540 786,230
Other Interest Income 60,696 18,613 90,754 119,999
--------------- ---------------- --------------- ---------------
TOTAL INTEREST INCOME 6,192,902 6,352,117 12,523,033 12,631,836
--------------- ---------------- --------------- ---------------
INTEREST EXPENSE:
Interest on Deposits:
Savings Deposits 658,541 699,143 1,371,368 1,397,118
Time Deposits 2,044,763 2,092,133 4,093,710 4,230,060
Interest on Borrowings 129,771 134,352 261,295 276,207
--------------- ---------------- --------------- ---------------
TOTAL INTEREST EXPENSE 2,833,075 2,925,628 5,726,373 5,903,385
--------------- ---------------- --------------- ---------------
NET INTEREST INCOME 3,359,827 3,426,489 6,796,660 6,728,451
Provision for loan losses 150,000 166,000 350,000 291,000
--------------- ---------------- --------------- ---------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 3,209,827 3,260,489 6,446,660 6,437,451
--------------- ---------------- --------------- ---------------
OTHER INCOME:
Fees and Service Charges 295,393 253,813 502,992 443,397
Investment Securities Gains 30,126 284 30,126 284
--------------- ---------------- --------------- ---------------
TOTAL OTHER INCOME 325,519 254,097 533,118 443,681
--------------- ---------------- --------------- ---------------
OTHER EXPENSE:
Salaries and Employee Benefits 1,154,196 1,159,133 2,282,262 2,231,500
Occupancy Expense - Net 184,666 213,984 353,226 406,402
Computer Services 120,034 126,105 239,856 242,066
Real Estate Owned 54,334 167,796 218,362 297,185
Amortization of Goodwill 122,124 122,124 244,248 244,248
Other 633,234 642,250 1,166,773 1,347,640
--------------- ---------------- --------------- ---------------
TOTAL OTHER EXPENSE 2,268,588 2,431,392 4,504,727 4,769,041
--------------- ---------------- --------------- ---------------
INCOME BEFORE INCOME TAXES 1,266,758 1,083,194 2,475,051 2,112,091
Income Taxes 523,905 431,357 1,046,932 852,689
--------------- ---------------- --------------- ---------------
NET INCOME $ 742,853 $ 651,837 $ 1,428,119 $ 1,259,402
=============== ================ =============== ===============
EARNINGS PER SHARE $0.37 $0.34 $0.72 $0.66
DIVIDENDS PAID PER SHARE $0.195 $0.15 $0.345 $0.30
</TABLE>
<PAGE>
MIDCONN BANK
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Additional Net Unrealized Gain
Common Stock Paid-In Retained (Loss) on Available
Shares Amount Capital Earnings for Sale Securities Totals
------ ------ ------- -------- ------------------- ------
<S> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1995 1,899,560 $ 1,899,560 $14,721,105 $17,119,474 $ 10,599 $33,750,738
Net income 1,259,402 1,259,402
Increase in net unrealized
gain on available
for sale securities 13,338 13,338
Issuance of common stock by
Dividend Reinvestment Plan 3,685 3,685 49,262 52,947
Issuance of common stock by
exercise of stock options 605 605 5,052 5,657
Cash dividends paid -
$.30 per share (570,189) (570,189)
----------- ----------- ----------- ----------- ----------- -----------
Balance at March 31, 1996 1,903,850 $ 1,903,850 $14,775,419 $17,808,687 $ 23,937 $34,511,893
=========== =========== =========== =========== =========== ===========
Balance at September 30, 1996 1,936,002 $ 1,936,002 $15,073,611 $17,827,712 $ 7,111 $34,844,436
Net Income 1,428,119 1,428,119
Decrease in net unrealized
gain on available
for sale securities (6,365) (6,365)
Issuance of common stock by
Dividend Reinvestment Plan 1,217 1,217 22,880 24,097
Issuance of common stock by
exercise of stock options 18,250 18,250 176,892 195,142
Cash dividends paid -
$.345 per share (674,155) (674,155)
----------- ----------- ----------- ----------- ----------- -----------
Balance at March 31, 1997 1,955,469 $ 1,955,469 $15,273,383 $18,581,676 $ 746 $35,811,274
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
MIDCONN BANK
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended March 31,
1997 1996
--------------- ----------------
<S> <C> <C>
Operating Activities
Net Income $ 1,428,119 $ 1,259,402
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses 350,000 291,000
Provision for OREO losses 152,667 143,287
Provision for depreciation and
amortization 224,405 257,756
Amortization of investment security discounts and premiums 2,497 38,227
Amortization of loan fees discounts and premiums (4,810) (79,058)
Amortization of goodwill 244,247 244,247
Realized investment security (gains)
losses (30,126) (284)
(Gains) losses - sale of other real estate owned - (28,246)
(Gains) losses on sale of loans - (42,090)
(Gains) losses on sale of fixed assets (4,943) -
Decrease in accrued interest receivable 87,848 523,246
(Increase) decrease in other assets (124,757) 191,898
Increase (decrease) in other liabilities (627,700) 191,688
--------------- ----------------
Net cash provided by operating
activities 1,697,447 2,991,073
--------------- ----------------
Investing Activities:
Proceeds from sales and maturities of investment
securities 22,982,915 35,430,713
Purchases of investment
securities (23,800,000) (46,957,803)
Proceeds from the sale of loans 84,000 8,799,929
Purchases of loans (3,263,235) (4,394,167)
Net (increase) decrease in loans 6,095,449 (1,606,419)
Purchases of premises and equipment (98,573) (166,559)
Additional investment in other real estate
owned (27,485) (267,970)
Proceeds from sale of other real estate
owned 253,293 1,658,572
Proceeds from sale of fixed
assets 23,604 8,488
Sale (purchase) of Federal Home Loan Bank stock (97,500) -
--------------- ----------------
Net cash provided (used) by investing activities 2,152,468 (7,495,216)
--------------- ----------------
Financing Activities:
Net increase in demand deposits, N.O.W. accounts,
savings accounts and escrow accounts 3,215,491 3,422,454
Net increase (decrease) in certificates of
deposit (302,003) 2,466,562
Proceeds from issuance of common stock 24,097 52,947
Proceeds from exercise of stock options 195,142 5,657
Increase (decrease) in Federal Home Loan Bank Advances - 82,539
Cash dividends paid (674,155) (570,189)
--------------- ----------------
Net Cash Provided by Financing
Activities 2,458,572 5,459,970
--------------- ----------------
Increase in cash and cash equivalents 6,308,487 955,827
Cash and Cash Equivalents at Beginning of the Period 6,892,048 9,308,426
--------------- ----------------
Cash and Cash Equivalents at End of the Period $ 13,200,535 $ 10,264,253
=============== ================
</TABLE>
<PAGE>
MIDCONN BANK
BASIS OF PRESENTATION
The unaudited historical interim financial statements of MidConn Bank included
herein, as of and for the three and six month periods ended March 31, 1997 and
1996 contain all adjustments which, in the opinion of MidConn Bank management,
are necessary to present a fair statement of the historical financial condition,
results of operations and cash flows for the interim periods reported. Operating
results for the interim periods are not necessarily indicative of those expected
for the full year.
These interim financial statements have been prepared under the presumption that
readers of the historical interim financial information have either read or have
access to MidConn Bank's audited financial statements for the year ended
September 30, 1996. Accordingly, footnote disclosures which would substantially
duplicate the disclosures contained in those audited financial statements have
been omitted from these historical interim financial statements. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such instruction, rules and regulation.
Although MidConn Bank believes that the disclosures are adequate to make the
information presented not misleading, it is suggested that these unaudited
historical interim financial statements be read in conjunction with the audited
financial statements and the notes thereto of MidConn Bank for the year ended
September 30, 1996.
N E W S R E L E A S E
EAGLE FINANCIAL CORP.
- --------------------------------------------------------------------------------
For more information contact:
Robert J. Britton Mark J. Blum
President & Chief Executive Officer Chief Financial Officer
860 - 314-6411 860-314-6410
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
- ---------------------
EAGLE COMPLETES ACQUISITION OF MIDCONN BANK
Bristol, CT/ June 2, 1997 -- Eagle Financial Corp. (NASDAQ:EGFC), the holding
company for Eagle Bank, announced that it has completed its acquisition of
MidConn Bank and has merged MidConn into Eagle Bank effective May 31, 1997.
MidConn Bank, headquartered in Kensington, Connecticut, has $363 million of
assets and 10 branch offices located primarily in Hartford county.
The transaction increases the number of Eagle Bank branch offices to 30 and its
asset size to approximately $1.9 billion, ranking Eagle as the 4th largest
Connecticut based financial institution.
Pursuant to the merger, MidConn common stock has been converted into .86 of a
share of Eagle Financial common stock thereby increasing Eagle's total common
shares outstanding by approximately 1.7 million.
Robert J. Britton, Eagle Financial's President and Chief Executive Officer,
said, "The acquisition of MidConn further solidifies Eagle's already strong
position in the greater Hartford market. Eagle and MidConn customers will both
realize the significant advantages of an expanded network of branch and ATM
locations. Eagle's shareholders will benefit from an in-market acquisition and
the economies of scale which these transactions generate."
Eagle Bank offers a full array of innovative products and services for the
retail and commercial market including 24-hour telephone banking, loans by
phone, cash management services, debit cards, alternative investment products
and a full line of deposit and loan products.
-END-
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