FORM 10-K\A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1994
Commission file number 0-15079
CFX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF NEW HAMPSHIRE 02-0402421
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
102 MAIN STREET
KEENE, NEW HAMPSHIRE 03431
(Address of principal executive
offices) (Zip Code)
Registrant's telephone number,
including area code (603) 352-2502
Securities registered pursuant to
Section 12(b) of the Act: COMMON STOCK,
$1.00 PAR VALUE
Securities registered pursuant to
Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES XX NO
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing price on May 1, 1995, was $87,502,000. The
foregoing figure does not reflect the registrant's Series A Preferred Stock
which has no established trading market. Although directors and executive
officers of the registrant were assumed to be "affiliates" of the registrant
for the purposes of this calculation, this classification is not to be
interpreted as an admission of such status.
As of May 1, 1995, 4,698,084 shares of the registrant's common stock were
issued and outstanding.
This Amendment No. 1 is made only for purposes of filing the Financial Data
Schedule required by Item 601(c) of Regulation S-K.
PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) List of Documents Filed as Part of This Report:
(1) Financial Statements
The financial statements listed below were initially incorporated by
reference in the Form 10-K filed by the Company on March 31, 1995 from the
Annual Report to Shareholders for the year ended December 31, 1994
at Item 8. Page references are to such Annual Report.
FINANCIAL STATEMENTS PAGE
REFERENCES
Consolidated Balance Sheets 30
Consolidated Statements of Income 31
Consolidated Statements of Shareholders' Equity 32
Consolidated Statements of Cash Flows 33
Notes to Consolidated Financial Statements 34-63
Reports of Independent Auditors 65
(2) Financial Statement Schedules
See Item 14 (d)
(3) Exhibits Required by Item 601
See Item 14 (c)
(b) Reports on Form 8-K
On December 19, 1994, a Form 8-K was filed announcing the Company's
declaration of its regular quarterly dividend on its common stock, the
declaration of its regular quarterly dividend on its Series A Preferred Stock
and the declaration of a 5% common stock dividend.
(c) Exhibits
The exhibits listed below were filed with the Form 10-k filed by the
Company on March 31, 1995 or were incorporated therein by reference to other
filings.
EXHIBIT DESCRIPTION
NUMBER
*3 Articles of Incorporation and By-Laws of CFX CORPORATION,
as amended.
**10.1 CFX CORPORATION Retirement Plan.
**10.2 1992 CFX CORPORATION Profit Sharing/Bonus Plan.
**10.3 CFX CORPORATION 401(k) Plan.
***10.4 1986 CFX CORPORATION Stock Option Plan.
****10.5 CFX CORPORATION 1992 Employee Stock Purchase Plan.
EXHIBIT DESCRIPTION
NUMBER
*****10.6 Employment Agreement dated as of January 1, 1991 between
CFX CORPORATION and Peter J. Baxter, as amended.
*****10.7 Change of Control Agreement dated June 5, 1991 between CFX
CORPORATION and Laurence E. Babcock.
**10.8 Change of Control Agreement dated December 31, 1992
between CFX CORPORATION and John F. Foley.
**10.9 Change of Control Agreement dated December 31, 1992
between CFX CORPORATION and Mark A. Gavin.
******10.10 Change of Control Agreement dated August 4, 1993 between
CFX CORPORATION and Daniel J. LaPlante.
******10.11 Employment Agreement dated September 1, 1993 between CFX
CORPORATION and Paul D. Spiess.
+10.12 Change of Control Agreement dated March 30, 1994 between
CFX CORPORATION and William J. McIver.
*****10.13 Change of Control Agreement dated June 5, 1991 between
CFX BANK and William H. Dennison.
*****10.14 Change of Control Agreement dated June 5, 1991 between
CFX BANK and Peter T. Whittemore.
*****10.15 Change of Control Agreement dated June 5, 1991 between
CFX BANK and Wayne R. Gordon.
******10.16 Employment Agreement dated September 1, 1993 between CFX
MORTGAGE,INC. and Paul T. Pouliot.
***10.17 Lease dated May 1, 1983 by and between Santibotto, Inc.
and CFX BANK.
**10.18 Lease dated October 16, 1991 by and between Market Basket,
Inc. and CFX BANK.
******10.19 Lease dated May 11, 1993 by and between Cheshire Oil
Company, Inc. and CFX BANK.
******10.20 Lease dated April 14, 1993 by and between Arnold S. Katz
and Blair J. Finnegan, Trustees of Commerce Center Trust,
and CFX MORTGAGE, INC.
******10.21 Lease dated September 15, 1993 by and between Bedford
Farms Limited Partnership and CFX MORTGAGE, INC.
+10.22 Assignment dated September 30, 1994 by and between Fleet
Bank, NH and CFX BANK of the lease dated as of November 9,
1987 by and between Fleet Bank, NH and Philip C. Haughey
and Andrew J. McCarthy, as Successor Trustees of the St.
John Realty Trust.
EXHIBIT DESCRIPTION
NUMBER
+13 CFX CORPORATION Annual Report to Shareholders for fiscal
year ended December 31, 1994.
+21 Subsidiaries-Reference is made to Item 1.
+23.1 Consent of Wolf & Company, P.C.
+23.2 Consent of Ernst & Young LLP.
27 Financial Data Schedule - Reference is made to Item 14(d)
+ Previously filed with Form 10-K.
* Incorporated herein by reference to the Exhibits to the Registration
Statement on Form S-4 of CFX CORPORATION No. 33-56875 effective in 1994.
** Incorporated herein by reference to the Exhibits to the Annual Report on
Form 10-K of CFX CORPORATION for the year ended December 31, 1992.
*** Incorporated herein by reference to the Exhibits to the Registration
Statement on Form S-8 of CFX CORPORATION No. 33-17071 effective in 1987.
**** Incorporated herein by reference to the Exhibits to the Registration
Statement on Form S-8 of CFX CORPORATION No. 33-52598 effective in 1992.
***** Incorporated herein by reference to the Exhibits to the Annual Report on
Form 10-K of CFX CORPORATION for the year ended December 31, 1991.
******Incorporated herein by reference to the Exhibits to the Annual Report on
Form 10-K of CFX CORPORATION for the year ended December 31, 1993.
(d) Financial Statement Schedules
Schedules to the Consolidated Financial Statements required by Article 9
of Regulation S-X are filed as a separate exhibit to this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
CFX CORPORATION
Date: May 3, 1995 By:/s/ MARK A. GAVIN
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This schedule contains summary financial information extracted from financial
statements and footnotes of the December 31, 1994 Form 10-K and is qualified
in its entirety by reference to such Form 10-K.
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