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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): February 17,
1998
SANDWICH BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 000-23149 04-1806710
(State or other (Commission (I.R.S. employer
jurisdiction of file number) identification no.)
100 Old Kings Highway, Sandwich, Massachusetts 02563
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(508)888-0026
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On February 17, 1998, Sandwich Bancorp, Inc. (the "Company"),
the holding company for The Sandwich Co-operative Bank, Sandwich,
Massachusetts received from Cape Cod Bank and Trust Company,
South Yarmouth, Massachusetts, a written non-binding expression
of interest in acquiring Sandwich for a per share price of
approximately $60. The expression of interest contemplates a
non-taxable stock-for-stock exchange with the possible
alternative of up to 20% of the purchase price in cash. For more
information, reference is made to the Company's Press Release,
dated September 17, 1998, attached hereto as Exhibit 99.1, and
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
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(a) Not Applicable
(b) Not Applicable
(c) Exhibits.
99.1 Press Release dated February 17, 1998.<PAGE>
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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 hereto duly authorized.
SANDWICH BANCORP, INC.
Date: February 18, 1998 By: /s/ Frederic D. Legate
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Frederic D. Legate
President and Chief Executive
Officer
[LETTERHEAD OF SANDWICH BANCORP, INC.]
SANDWICH BANCORP RECEIVES
COMPETING MERGER PROPOSAL FROM
CAPE COD BANK AND TRUST COMPANY
SANDWICH, MASSACHUSETTS, February 17, 1998.... Sandwich
Bancorp, Inc. (NASDAQ: SWCB), the holding company for The
Sandwich Co-operative Bank, Sandwich, MA, announced that it had
received today from Cape Cod Bank and Trust Company, South
Yarmouth, MA (NASDAQ: CCBT), a written non-binding expression of
interest in acquiring Sandwich for a per share price of
approximately $60. The expression of interest contemplates a
non-taxable stock-for-stock exchange with the possible
alternative of up to 20% of the purchase price in cash. The
expression of interest also contemplates CCB&T's acceptance of
applicable non-financial terms of the previously announced
definitive agreement between Sandwich and CompassBank. That
agreement, entered into and announced on February 2, 1998,
provides for CompassBank's acquisition of Sandwich for a per
share cash purchase price of $53.
Frederic D. Legate, President and Chief Financial Officer
of Sandwich, stated that Sandwich had just today received the
CCB&T expression of interest and the Board of Directors of
Sandwich will consider as soon as possible its financial and
other terms. Sandwich will provide additional information with
respect to this matter following the Board's review.
