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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): December 4,
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 2. ACQUISITION OR DISPOSITION OF ASSETS
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On December 3, 1998, Sandwich Bancorp, Inc. (the "Company"),
the holding company for The Sandwich Co-operative Bank,
Sandwich, Massachusetts announced that it will have completed
its merger with Seacoast Financial Services Corporation, holding
company for CompassBank, effective 12:01 a.m. on December 4,
1998. As a result each share of Sandwich Bancorp Common Stock
was converted into 6.385 shares of Seacoast Financial Common
Stock.
For more information, reference is made to the Company's Press
Release, dated December 3, 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 December 3, 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: December 4, 1998 By:/s/ Frederic D. Legate
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Frederic D. Legate
President and Chief Executive
Officer<PAGE>
[COMPANY LETTERHEAD]
PRESS RELEASE
Contact: James R. Rice 508.984.6102
Seacoast Financial Services Corporation
Dana Briggs, 508.833.7222
Sandwich Bancorp, Inc.
SANDWICH BANCORP AND SEACOAST FINANCIAL COMPLETE MERGER
NEW BEDFORD and SANDWICH, MA--December 3--Sandwich Bancorp, Inc.
(Nasdaq:SWCB), holding company for The Sandwich Co-operative
Bank and Seacoast Financial Services Corporation (Nasdaq:SCFS),
holding company for CompassBank, jointly announced completion of
their merger, effective 12:01 a.m., December 4, 1998. In
accordance with the March 23, 1998 Merger Agreement, each share
of Sandwich Bancorp Common Stock will convert into 6.385 shares
of Seacoast Financial Common Stock. Seacoast Financial will
immediately mail appropriate transmittal information to Sandwich
Bancorp shareholders to effectuate the exchange.
The exchange ratio of 6.385 Seacoast Financial shares for each
Sandwich Bancorp share was calculated by averaging the Nasdaq
closing bid and asked prices of Seacoast Financial Common Stock
for each of the second through the ninth trading days after
consummation of Seacoast's initial public offering on November
20, 1998 (each day's average price became the "Daily Price"),
discarding the two highest and the two lowest Daily Prices and
averaging the remaining Daily Prices.
Effective December 4, 1998, Sandwich Bancorp Common Stock will
be traded as shares of Seacoast Financial Common Stock based
upon the exchange ratio.
Seacoast Financial Services Corporation is the holding company
for CompassBank, headquartered in New Bedford, Massachusetts.
With the consummation of the merger, CompassBank becomes a $1.9
billion state chartered savings bank serving Southeastern
Massachusetts and Cape Cod through a network of 34 full service
branch offices and 27 branch and remote ATMs. The Bank provides
a wide array of financial services including consumer banking,
mortgage lending, commercial lending, consumer finance and
alternative investments to retail and business customers.
