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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 24,
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 24, 1998, Sandwich Bancorp, Inc. (the "Company"),
the holding company for The Sandwich Co-operative Bank, Sandwich,
Massachusetts announced that its Board of Directors, consistent
with the exercise of its fiduciary duties, has determined that it
is appropriate to request additional information and a
clarification of the expressions of interest recently received
from Cape Cod Bank and Trust Company ("CCB&T"), and from two
other parties who have subsequently expressed an interest in an
acquisition of Sandwich; FirstFed America Bancorp, Inc., Fall
River, Massachusetts ("FirstFed") and Independent Bank Corp.,
Rockland, Massachusetts (Independent"). The letters recently
received from FirstFed and Independent suggest a price per share
for the Company common stock in a price range comparable to the
proposal recently received from CCB&T, and announced on February
17, 1998. Each of these most recent expressions of interest
contemplate a stock for stock exchange.
Tne Company had contacted and received expressions of
interest from each of CCB&T, FirstFed and Independent, prior to
the Company's consideration and approval of its definitive Merger
Agreement with CompassBank for Savings on February 2, 1998, which
Agreement remains in effect. The most recent expressions of
interest received from CCB&T, FirstFed and Independent all exceed
the value of the proposals they had furnished to the Company
prior to February 2, 1998. For more information, reference is
made to the Company's Press Release, dated February 24, 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 24, 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 24, 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 TO REQUEST
CLARIFICATION OF PROPOSALS AND
ADDITIONAL INFORMATION FROM
INTERESTED ACQUIRERS
Sandwich, Massachusetts, February 24, 1998.... Sandwich
Bancorp, Inc. (NASDAQ: SWCB) the holding company for The
Sandwich Co-operative Bank, Sandwich, Massachusetts, announced
today that its Board of Directors, consistent with the exercise
of its fiduciary duties, has determined that it is appropriate
to request additional information and a clarification of the
expressions of interest recently received from Cape Cod Bank and
Trust Company (NASDAQ:CCBT), and from two other parties who have
subsequently expressed an interest in an acquisition of
Sandwich; FirstFed America Bancorp, Inc., Fall River,
Massachusetts (AMEX:FAB) and Independent Bank Corp., Rockland,
Massachusetts (NASDAQ:INDB). The letters recently received from
FirstFed America and Independent suggest a price per share for
the Sandwich common stock in a price range comparable to the
proposal recently received from CCB&T. Each of these most
recent expressions of interest contemplates a stock for stock
exchange.
Sandwich had contacted and received expressions of interest
from each of these three companies, prior to Sandwich's
consideration and approval of its definitive Merger Agreement
with CompassBank on February 2, 1998. The most recent
expressions of interest received from these companies all exceed
the value of the proposals they had furnished to Sandwich prior
to February 2, 1998.
The expression of interest from CCB&T, which was previously
announced on February 17, 1998, as well as those from FirstFed
America and Independent; were all received subsequent to the
execution and announcement on February 2, 1998 of Sandwich's
Merger Agreement with CompassBank for Savings. That Agreement,
which remains in effect and to which Sandwich is bound, provides
for a cash purchase price of $53 per share.
Sandwich cautions there can be no assurance that any of
these expressions of interest will result in a transaction which
is different from Sandwich's previously announced Merger
Agreement with CompassBank, or that the value to be obtained
will be equal to the nominal value proposed by each of these
parties. Upon receipt of the new information requested from
these parties, Sandwich's Board of Directors will make a
determination as to how it will proceed.
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