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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) January 31, 1997
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Abington Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 000-16018 04-3334127
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(State or other jurisdic- (Commission IRS Employer
tion of incorporation) File Number) Identification Number)
538 Bedford Street, Abington, Massachusetts 02351
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 982-3200
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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(a) The Plan of Reorganization and Acquisition (the "Plan") dated as
of October 15, 1996 between Abington Bancorp, Inc. (the "Registrant") and
Abington Savings Bank (the "Bank") became effective on January 31, 1997
(the "Effective Date"). The Plan was approved by the stockholders of the
Bank on December 11, 1996, by the Board of Governors of the Federal Reserve
System on December 13, 1996 and by the Commissioner of Banks of The
Commonwealth of Massachusetts on January 13, 1997.
Prior to the Effective Date, all issued and outstanding shares of the
Registrant were owned by the Bank. Pursuant to the terms of the Plan, on
the Effective Date the Registrant became the owner of all of the issued and
outstanding shares of common stock of the Bank, and each issued and
outstanding share of the Bank's common stock was automatically converted
into one share of common stock of the Registrant. The shares of the
Registrant's common stock which were outstanding and held by the Bank
before the Effective Date have been canceled. Accordingly, the Bank is now
a wholly-owned subsidiary of the Registrant and the common stock of the
Registrant is now publicly held.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
2. Plan of Reorganization and Acquisition between Abington Bancorp, Inc.
and Abington Savings Bank, dated October 15, 1996, incorporated herein
by reference to Exhibit 2 to the Registration Statement on Form 8-A of
the Registrant dated December 31, 1996.
99.1 Press release dated January 31, 1997.
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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.
ABINGTON BANCORP, INC.
Date: February 7, 1997 By: /s/ James P. McDonough
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James P. McDonough
President
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EXHIBIT INDEX
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Exhibit
No. Description
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2. Plan of Reorganization and Acquisition between Abington Bancorp, Inc.
and Abington Savings Bank, dated October 15, 1996, incorporated herein
by reference to Exhibit 2 to the Registration Statement on Form 8-A of
the Registrant dated December 31, 1996.
99.1 Press release dated January 31, 1997.
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EXHIBIT 99.1
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[ABINGTON BANCORP, INC. LOGO]
FOR IMMEDIATE RELEASE
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Contact: Edward J. Merritt
Treasurer
Abington Bancorp, Inc.
(617) 982-3271
ABINGTON BANCORP ANNOUNCES HOLDING COMPANY
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EFFECTIVE TODAY
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ABINGTON, MA, January 31, 1997 - (NASDAQ NMS: ABBK) Abington Bancorp, Inc.
("Bancorp") announced today that Bancorp has become the bank holding company of
Abington Savings Bank ("Bank"). The one-bank holding company formation was
effected pursuant to the terms of a Plan of Reorganization and Acquisition,
approved by more than two-thirds of the Bank's stockholders at a special meeting
held on December 11, 1996.
Bancorp is a Massachusetts-chartered corporation organized in October 1996
solely for the purpose of becoming the holding company for the Bank. Pursuant to
the Plan, each share of Common Stock of the Bank has been automatically
converted into one share of Bancorp Common Stock, and the Bank has become a
wholly-owned subsidiary of Bancorp. The Common Stock of Bancorp has been
substituted for the Common Stock of the Bank on the Nasdaq Stock Market, and
will continue to trade under the symbol ABBK.
Abington Bancorp, Inc. is quoted on the NASDAQ
National Market System, Symbol ABBK
Corporate Office:
538 Bedford Street, P.O. Box 2006, Abington, MA 02351 (617) 982-3200
