-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3afsCtENyRYft7WD7nIeXJKz17r6K+bIbYrV7jIDrmpeLHG45V/a19aKStBc5f9 YO9o1VbMIJx8rXh/YMc4fg== 0000908737-97-000592.txt : 19980102 0000908737-97-000592.hdr.sgml : 19980102 ACCESSION NUMBER: 0000908737-97-000592 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971231 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIS BANCORP INC CENTRAL INDEX KEY: 0001013049 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 043303264 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20809 FILM NUMBER: 97747579 BUSINESS ADDRESS: STREET 1: P O BOX 3034 STREET 2: 1441 MAIN STREET CITY: SPRINGFIELD STATE: MA ZIP: 01102-3034 BUSINESS PHONE: 4137488000 MAIL ADDRESS: STREET 1: 1441 MAIN STREET CITY: SPRINGFIELD STATE: MA ZIP: 01102 8-K 1 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 31, 1997 (December 17, 1997) SIS Bancorp, Inc. (Exact name of registrant as specified in charter) Massachusetts 000-20809 04-3303264 (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.) 1441 Main Street, Springfield, MA 01102 (Address of principal executive offices) (Zip code) (413) 748-8000 Registrant's telephone number, including area code Item 2. ACQUISITION OR DISPOSITION OF ASSETS On December 17, 1997, SIS Bancorp, Inc. ("SIS") completed its merger (the "Merger") with Glastonbury Bank & Trust Company ("GBT"), pursuant to an Agreement and Plan of Reorganization dated as of August 18, 1997 (the "Merger Agreement") by and between SIS and GBT. In accordance with the terms of the Merger Agreement, a wholly owned subsidiary of SIS merged with and into GBT, which then became a wholly owned subsidiary of SIS. Each share of GBT common stock, par value $2.50 per share, outstanding immediately prior to the Merger was converted into the right to receive 74/100ths (0.74) of a share of common stock of SIS, par value $.01 per share. The Merger constitutes a tax-free reorganization and no gain or loss will be recognized by SIS or GBT as a result of the Merger. The Merger will be accounted for as a "pooling of interests" transaction. Certain additional information regarding the Merger is contained in SIS's press release dated December 18, 1997, a copy of which is included as an exhibit hereto and incorporated herein. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release of SIS, dated December 18, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, SIS Bancorp, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SIS BANCORP, INC. Date: December 31, 1997 By: /s/ John F. Treanor Name: John F. Treanor Title: Executive Vice President, Chief Financial Officer and Treasurer EX-99.1 2 Exhibit 99.1 P R E S S SIS Bancorp R E L E A S E FOR IMMEDIATE RELEASE Date: December 18, 1997 Contact: Ting Chang, Vice President Investor Relations (413) 748-8271 SIS BANCORP COMPLETES MERGER OF GLASTONBURY BANK & TRUST Springfield, Massachusetts, December 18, 1997--SIS Bancorp, Inc. ("SIS") (NASDAQ: SISB) and Glastonbury Bank & Trust Company ("GBT") (NASDAQ: GLBT) announced today that, having received all necessary regulatory and stockholder approvals, the merger of GBT with SIS has been completed. The merger resulted in GBT becoming a wholly owned banking subsidiary of SIS. "We are pleased to have been able to complete this transaction as planned by year end," said F. William Marshall, Jr., president and chief executive officer of SIS Bancorp. "I am grateful for the efforts of the Board of Directors, the shareholders, and the employees of SIS and GBT that have made this possible. As we embark upon a new beginning, we will continue to focus on those activities that have brought us success to date. We look forward to the new year and the opportunity to realize the potential of our combined companies," said Marshall. As a result of the merger, SIS is now a financial institution of approximately $1.7 billion in total assets. SIS is the holding company for Springfield Institution for Savings, headquartered in Springfield, MA, and GBT, headquartered in Glastonbury, CT. These subsidiaries operate a total of 34 banking offices in central Connecticut and western Massachusetts. The merger was completed by the exchange of approximately 1.4 million shares of SIS common stock for all outstanding GBT common stock. Based on a twenty-day average closing bid price of SIS common stock through December 10, 1997, of $34.63, GBT shareholders would be entitled to receive stock equal to approximately $25.63 for each share of GBT common stock and the transaction would be valued at approximately $46.9 million. After the issuance of the additional shares of common stock for the merger, SIS Bancorp will have approximately 6.9 million shares outstanding. These shares will continue to be traded on the NASDAQ National Market System under the current symbol of SISB. Any questions pertaining to this release may be forwarded to Ms. Ting Chang, vice president Investor Relations, at (413) 748-8271. -----END PRIVACY-ENHANCED MESSAGE-----