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) July 20, 2000
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HOME PORT BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-17099 04-3016821
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(Commission File Number) (I.R.S. Employer Identification Number)
104 Pleasant Street
Nantucket, Massachusetts 02554
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(Address of Principal Executive Offices) (Zip Code)
(508) 228-0580
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(Registrant's Telephone Number, Including Area Code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
A. On July 20, 2000, Home Port Bancorp, Inc. ("HPBC"), a Delaware corporation,
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Seacoast Financial Services Corporation ("Seacoast"), a Massachusetts
corporation. A copy of the joint press release issued by HPBC and Seacoast on
July 21, 2000 and the Merger Agreement are filed as exhibits hereto and are
incorporated by reference herein.
Under the terms of the Merger Agreement, Seacoast will acquire all of
the outstanding shares of common stock of HPBC for a purchase price of $37.00
per share.
As part of the Merger, HPBC and Seacoast have also entered into a Stock
Option Agreement (the "Option Agreement") dated July 20, 2000 pursuant to which
HPBC has granted an option (the "Option") to Seacoast to purchase up to 366,536
shares of HPBC common stock (19.9% of the outstanding HPBC common stock) under
certain conditions, at a price of $37.00 per share. Seacoast conditioned its
willingness to enter into the Merger Agreement on receipt of the Option. A copy
of the Option Agreement is filed as an exhibit hereto and is incorporated by
reference herein.
The transaction, which is subject to customary closing conditions, has
been approved by the Boards of Directors of both HPBC and Seacoast. It must also
be approved by the stockholders of HPBC as well as by regulatory authorities.
B. Exhibits
1. Agreement and Plan of Merger, dated as of July 20, 2000, by and
between Home Port Bancorp, Inc. and Seacoast Financial Services Corporation.
2. Stock Option Agreement, dated as of July 20, 2000, by and between
Home Port Bancorp, Inc. and Seacoast Financial Services Corporation.
3. HPBC's press release dated July 21, 2000, related to the acquisition
of Home Port Bancorp, Inc. by Seacoast Financial Services Corporation.
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Home Port Bancorp, Inc.
Signatures
In accordance with the requirements of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Home Port Bancorp, Inc.
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(Registrant)
Date: August 10 , 2000 By: /s/ Karl L. Meyer.
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Karl L. Meyer, Chairman of the Board,
President and Chief Executive Officer
