WALDEN BANCORP INC
8-K, 1996-07-01
STATE COMMERCIAL BANKS
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<PAGE>
 
                                 UNITED STATES
                      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: June 28, 1996


                             WALDEN BANCORP, INC.
                             --------------------
            (Exact name of registrant as specified in its charter)


        Massachusetts              33-95530               04-29100071
        -------------              --------               -----------
 (State or other jurisdiction    (Commission          (I.R.S. Employer or
      of Incorporation)          file number)         Identification No.)


                  125 NAGOG PARK, ACTON, MASSACHUSETTS 01720
                  ------------------------------------------
              (Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code: (508) 635-5000

<PAGE>
 
ITEM 5. OTHER EVENTS

     On June 24, 1996, the Registrant announced that it was commencing an 
open-market stock repurchase program to purchase up to 219,900 shares of the 
Registrant's common stock, which represent approximately 4.13% of the shares 
outstanding. For further information, reference is made to the Registrant's 
press release dated June 24, 1996, which is attached hereto as Exhibit 99.1 
and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     The following is a list of exhibits filed with this Current Report on Form 
8-K indexed to their location in the sequentially number copy.

<TABLE> 
<CAPTION> 
Exhibit        Description                                       Page
- - -------        -----------                                       ----
<C>            <S>                                               <C>
99.1           Press Release dated June 24, 1996                  
</TABLE> 



                                  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.


                                         WALDEN BANCORP, INC.



June 28, 1996                            /s/ David E. Bradbury
- - -------------                            ---------------------
Date                                     David E. Bradbury
                                         Chairman, President and
                                         Chief Executive Officer



June 28, 1996                            /s/ Michael O. Gilles
- - -------------                            ---------------------
Date                                     Michael O. Gilles
                                         Executive Vice President, Treasurer
                                         and Chief Financial Officer





<PAGE>
 
[WALDEN BANCORP LOGO APPEARS HERE]


- - ------------------------------------------------------------------------------
NEWS RELEASE
- - ------------------------------------------------------------------------------

For Release:    IMMEDIATE

Contact:        Lisa Bergemann, Executive Vice President
                Director of Investor Relations
                (508) 635-5004

Date:           June 24, 1996

               WALDEN BANCORP ANNOUNCES STOCK REPURCHASE PROGRAM

     (Acton, MA), (June 24, 1996) -- Walden Bancorp, Inc. (NASDAQ-WLDN) 
announced today that it is commencing a stock repurchase program to acquire up 
to 219,900 shares of the Company's common stock, which represents approximately 
4.13% of the outstanding common stock. Walden will hold the repurchased shares 
as treasury stock which will be available for general corporate purposes, 
including issuance under the Company's employee stock option plans. The 
repurchase program is intended to be completed by December 31, 1996 and will be 
dependent upon market conditions and the availability of shares. There is no 
guarantee as to the exact number of shares to be repurchased by the Company.

     David E. Bradbury, Chairman and CEO of Walden Bancorp, Inc., stated 
"Walden's common stock provides an attractive investment. The repurchases are an
efficient use of capital and are expected to increase per share earnings. By 
issuing shares of treasury stock upon the exercise of stock options, Walden 
hopes to avoid future dilution to stockholders."

     According to Mr. Bradbury, the repurchases generally are expected to be 
effected through open market purchases, although there exists the possibility of
unsolicited negotiated transactions or other types of repurchases.

     Walden Bancorp, Inc. is a full service commercial banking company with 
assets of $1 billion, headquartered in Acton, Massachusetts. The Company and its
subsidiaries, The Co-operative Bank of Concord and Bank of Braintree, provide 
financial products and services to businesses and individuals through a network 
of 17 banking offices throughout Eastern Massachusetts.

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