<PAGE> 1
As filed with the Securities and Exchange Commission on August 6, 1996
REGISTRATION STATEMENT NO. 33-92026
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ANDOVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 6711 04-2952665
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)
61 MAIN STREET
ANDOVER, MASSACHUSETTS 01810
(508) 749-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Office)
GERALD T. MULLIGAN
ANDOVER BANCORP, INC.
61 MAIN STREET
ANDOVER, MASSACHUSETTS 01810
(508) 749-2000
(Name, Address, Including Zip Code and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
REGINA M. PISA, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the merger of Andover Bancorp of New Hampshire, Inc., a
wholly-owned subsidiary of Andover Bancorp, Inc., with Finest Financial Corp.
pursuant to an Agreement and Plan of Merger dated as of September 19, 1994, as
amended and restated as of May 4, 1995.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.|_|
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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Item 1.
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Andover Bancorp, Inc. ("Andover") is filing this Post-Effective
Amendment No. 2 to its Registration Statement on Form S-4 (No. 33-92026 - the
"Registration Statement") for the purpose of amending the Registration Statement
to de-register all of the shares of common stock, par value $0.10 per share, of
Andover registered thereunder pursuant to an undertaking contained in the
Registration Statement. Andover had filed the Registration Statement to
distribute shares in connection with a contemplated acquisition of Finest
Financial Corp. ("Finest") by Andover. Andover and Finest have terminated
discussions regarding the acquisition of Finest and Andover presently has no
intent to pursue further any acquisition transaction with Finest or Pelham Bank
and Trust Company.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Andover, Commonwealth of Massachusetts, on July 31,
1996.
ANDOVER BANCORP, INC.
By: /s/ Joseph F. Casey
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Joseph F. Casey
Treasurer and Chief Financial
Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form S-4 has been
signed by the following persons in the capacities and on the dates indicated.
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Gerald T. Mulligan President, Chief Executive Officer July 31, 1996
- ---------------------------- and Director
Gerald T. Mulligan (Principal Executive Officer)
/s/ Joseph F. Casey Treasurer and Chief Financial July 31, 1996
- ---------------------------- Officer (Principal Financial
Joseph F. Casey Officer and Principal Accounting
Officer)
/s/ Thomas F. Caffrey Director July 31, 1996
- ----------------------------
Thomas F. Caffrey
/s/ Cornelius J. McCarthy Director July 31, 1996
- ----------------------------
Cornelius J. McCarthy
/s/ Clifford E. Elias Director July 31, 1996
- ----------------------------
Clifford E. Elias
/s/ Naomi A. Gardner Director July 31, 1996
- ----------------------------
Naomi A. Gardner
/s/ Robert J. Scribner Director July 31, 1996
- ----------------------------
Robert J. Scribner
/s/ Fred P. Shaheen Director July 31, 1996
- ----------------------------
Fred P. Shaheen
</TABLE>
