SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 1997
CFX CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Hampshire 1-10633 02-0402421
------------- ------- ----------
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) 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
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On February 13, 1997, CFX Corporation ("CFX"), the registrant, entered
into an Agreement and Plan of Reorganization (the "Reorganization Agreement"),
Plan of Share Exchange, Agreement and Plan of Merger, Merger Agreement
(collectively, the "Transaction Documents") and a Stock Option Agreement (the
"Option Agreement") with Portsmouth Bank Shares, Inc. ("Portsmouth").
The Transaction Documents provide that CFX will acquire all of the
outstanding shares of capital stock of Portsmouth, including each attached right
issued pursuant to the Portsmouth Rights Agreement (as defined in the
Reorganization Agreement), through an exchange (the "Share Exchange") of shares
of CFX Common Stock (as defined in the Reorganization Agreement) for the issued
and outstanding shares of Portsmouth Common Stock (as defined in the
Reorganization Agreement) pursuant to a Plan of Share Exchange (the "Plan of
Exchange").
Following the Share Exchange, Portsmouth will be merged (the "Holding
Company Merger") with and into CFX, pursuant to a merger agreement or plan of
merger (the "Merger Agreement") in a form to be specified by CFX and reasonably
satisfactory to Portsmouth and consistent with the terms of the Transaction
Documents. Following the consummation of the Holding Company Merger, Portsmouth
Bank, a wholly-owned subsidiary of Portsmouth, will be merged (the "Bank
Merger") with and into CFX Bank, a wholly-owned subsidiary of CFX, pursuant to
an Agreement and Plan of Merger (the "Plan of Merger").
The Option Agreement grants CFX an option to acquire up to 1,142,000
shares of the common stock of Portsmouth at a purchase price of $15.75 per
share, upon the occurrence of certain events specified in the Option Agreement.
<PAGE>
For information regarding certain of the terms of the Transaction
Documents and the Option Agreement, reference is made to the joint press release
of CFX and Portsmouth dated February 13, 1997, which is attached hereto as an
Exhibit and incorporated herein by reference, and copies of such agreements
incorporated herein by reference from a Schedule 13D filed by CFX on February
21, 1997 with respect to the common stock of Portsmouth (the "CFX Schedule
13D"). Additional information about Portsmouth is contained in Portsmouth's
filings with the Commission under the Securities Exchange Act of 1934
(Commission File No. 0-16510).
- 2 -
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated February 13, 1997,
incorporated by reference from Exhibit 2 to the CFX Schedule
13D.
2.2 Agreement and Plan of Reorganization dated February 13, 1997,
incorporated by reference from Exhibit 3 to the CFX Schedule
13D.
2.3 Plan of Share Exchange dated February 13, 1997, incorporated by
reference from Exhibit 4 to the CFX Schedule 13D.
99.1 Stock Option Agreement dated February 13, 1997, incorporated by
reference from Exhibit 1 to the CFX Schedule 13D.
99.2 Joint Press Release dated February 13, 1997.
- 3 -
<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.
CFX CORPORATION
Date: February 21, 1997 By: /s/ Mark A. Gavin
--------------------------------
Mark A. Gavin,
Executive Vice President and
Chief Operating Officer
- 4 -
<PAGE>
EXHIBIT INDEX
Location in
Sequentially
Numbered Copy
-------------
Exhibit 2.1 Agreement and Plan of Merger dated (Note 1)
February 13, 1997 incorporated by
reference from Exhibit 2 to the
CFX Schedule 13D.
Exhibit 2.2 Agreement and Plan of Reorganization (Note 2)
dated February 13, 1997, incorporated
by reference from Exhibit 3 to the
CFX Schedule 13D.
Exhibit 2.3 Plan of Share Exchange dated (Note 3)
February 13, 1997, incorporated by
reference from Exhibit
4 to the CFX Schedule 13D.
Exhibit 99.1 Stock Option Agreement dated (Note 4)
February 13, 1997, incorporated
by reference from Exhibit 1
to the CFX Schedule 13D.
Exhibit 99.2 Joint Press Release dated Page 6
February 13, 1997.
Notes:
Note 1: Incorporated by reference from Exhibit 2 of the CFX
Schedule 13D.
Note 2: Incorporated by reference from Exhibit 3 of the CFX
Schedule 13D.
Note 3: Incorporated by reference from Exhibit 4 of the CFX
Schedule 13D.
Note 4: Incorporated by reference from Exhibit 1 of the CFX
Schedule 13D.
- 5 -
