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
MAY 20, 1997
(Date of Earliest Event Reported)
AFFILIATED COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-27014 04-3277217
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
716 MAIN STREET, WALTHAM, MASSACHUSETTS 02154
(Address of principal executive offices, including Zip Code)
(617) 894-6810
(Registrant's telephone number, including area code)
The Exhibit Index appears on page 2.
There are 5 pages in this report, including exhibits.
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Item 5 - Other Events
As previously reported, on December 17, 1996, Affiliated Community
Bancorp, Inc., a Massachusetts corporation (the "Company"), entered into a
Stock Subscription Agreement (the "Agreement") with Middlesex Bank & Trust
Company (in organization), a de novo Massachusetts trust company to be located
in Newton, Massachusetts ("Middlesex"). Pursuant to the Agreement, the Company
agreed to provide the initial $8 million capitalization for Middlesex to
commence its operations.
On May 20, 1997, following receipt of the final regulatory approval from
the Massachusetts Board of Bank Incorporation, the Agreement was consummated.
The Company provided $8 million of initial capital to Middlesex in cash in
exchange for all of Middlesex's outstanding stock, making Middlesex the third
wholly-owned bank subsidiary of the Company. C. Bernard Fulp is the Chairman
and President of Middlesex.
On June 2, 1997, Middlesex opened its doors for business at its full-
service banking facilities located at 232 Boylston Street in the Chestnut Hill
section of Newton, Massachusetts.
For further information regarding the Company and the Middlesex
transaction, see the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, each as filed with the Securities and Exchange Commission.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
2.1 Stock Subscription Agreement dated December 17, 1996 between
the Company and Middlesex (incorporated by reference to
Exhibit 2.5 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996).
99.1 Press Release by the Company dated May 22, 1997.
99.2 Press Release by Middlesex dated June 2, 1997.
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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 hereunto duly authorized.
AFFILIATED COMMUNITY BANCORP, INC.
Date: June 10, 1997 By:_________________________________
John G. Fallon
Executive Vice President and
Chief Financial Officer
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Exhibit 99.1
AFCB
Affiliated Community Bancorp, Inc.
- NEWS RELEASE -
FOR IMMEDIATE RELEASE Contact:
John G. Fallon
Executive Vice President
Chief Financial Officer
(617) 894-6810 x399
James A. Morgan
Vice President
Investment Officer
(617) 894-6810 x284
AFFILIATED COMMUNITY BANCORP, INC. COMPLETES MIDDLESEX
BANK AND TRUST COMPANY TRANSACTION
Waltham, MA - May 22, 1997 - Affiliated Community Bancorp, Inc. (NASDAQ:AFCB)
today announced that it has completed the transaction announced on December 18,
1996 and has provided the initial capitalization for Middlesex Bank & Trust
Company (in organization), a de novo bank that will be located in Newton, MA.
"We are very pleased that Affiliated has received the necessary regulatory
approvals to provide the initial $8 million capitalization for Middlesex Bank
and Trust Company" stated Timothy J. Hansberry, President and Chief Executive
Officer of Affiliated. "Our investment in Middlesex Bank & Trust Company
represents a use of capital to be leveraged in a very attractive market. The
funds to capitalize Middlesex came from internal sources and no stock or debt
was issued to complete this transaction. Middlesex will be a wholly-owned
subsidiary of Affiliated."
"We are excited that the Affiliated funding of Middlesex has occurred" agreed
C. Bernard Fulp, President and CEO of Middlesex. "Newton is a city of 82,000
people with an estimated 3,500 small businesses with no locally based
commercial bank. The completion of this transaction will allow us to move to
the final few steps necessary to open Middlesex Bank & Trust Company this
quarter."
Affiliated Community Bancorp, Inc. is the parent company of Lexington Savings
Bank and The Federal Savings Bank which are also located in Middlesex County
Massachusetts. At March 31, 1997, AFCB had total assets of $1.05 billion with
loans and deposits of $668 million and $665 million, respectively.
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Exhibit 99.2
Middlesex Bank & Trust Company
Contact: C. Bernard Fulp Ann Seamonds
President and CEO Seamonds & Co.
Middlesex Bank & Trust Company (508) 887-9959
(617) 243-8200
MIDDLESEX BANK & TRUST COMPANY OPENS ON JUNE 2
NEWTON, MA, June 2, 1997 -- Middlesex Bank & Trust Company announced
today that is has opened for business.
"We are truly excited about this unique opportunity to provide banking
services in this thriving market," stated C. Bernard Fulp, president and chief
executive officer of Middlesex Bank & Trust Company. "We believe there is a
need for a community based bank that is focused on the local economy.
Accordingly, we have assembled a strong management team and the resources to
deliver a high level of personal service along with technology and a relevant
product alignment to the businesses and residents of Newton and our surrounding
communities."
Located at 232 Boylston Street, Middlesex Bank & Trust Company is the only
commercial banking institution currently headquartered in Newton,
Massachusetts. It is the first bank to be chartered in Massachusetts in four
years and only the second in this decade. The bank will focus its efforts on
emerging and long-standing small to mid-sized businesses, not-for-profit and
professional organizations, and individuals and families in the Greater Newton
area.
Middlesex Bank & Trust Company is a wholly-owned subsidiary of Affiliated
Community Bancorp, Inc. (NASDAQ: AFCB) headquartered in Waltham, Massachusetts.
Affiliated is the parent company of Lexington Savings Bank and The Federal
Savings Bank of Waltham.
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