-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, sEBtKUtJoy7j0wKCwaOrF+tqRXOeDjXaSbRLJpDH37C/wBC48WNhnG9mkM3FrUEa yLr16bghkSz2JbjxtgPe/w== 0000950135-95-001489.txt : 199507100000950135-95-001489.hdr.sgml : 19950710 ACCESSION NUMBER: 0000950135-95-001489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950707 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAYBANKS INC CENTRAL INDEX KEY: 0000010497 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042008039 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00959 FILM NUMBER: 95552473 BUSINESS ADDRESS: STREET 1: 175 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174821040 MAIL ADDRESS: STREET 1: 175 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: BAYSTATE CORP DATE OF NAME CHANGE: 19760602 8-K 1 BAYBANKS, INC. CURRENT REPORT DATED JUNE 30, 1995 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): June 30, 1995 BAYBANKS, INC. (Exact name of registrant as specified in its charter) Massachusetts 0-959 04-2008039 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.)
175 Federal Street, Boston, Massachusetts 02110 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (617) 482-1040 CONFORMED COPY Exhibit Index appears on page 3 2 Item 5. Other Events. Effective after the close of business on June 30, 1995, BayBanks, Inc. (the "Company") acquired NFS Financial Corp. ("NFS"), a New Hampshire-based savings and loan holding company. The acquisition was structured as a merger of BayBank New Hampshire, Inc. ("BBNH"), a wholly owned subsidiary of the Company, with and into NFS pursuant to the terms of an Acquisition Agreement dated December 22, 1994 among NFS, the Company and BBNH (the "Acquisition Agreement"). As a result of the merger, NFS became a wholly-owned subsidiary of the Company and its name was changed to BayBank New Hampshire, Inc. Following the acquisition, the two subsidiary banks of NFS, NFS Savings Bank, FSB of Nashua, N.H. and Plaistow Co-operative Bank, FSB of Plaistow, N.H. were merged into a single federal savings bank under the name BayBank FSB. The Acquisition Agreement was filed as an exhibit to the Company's Current Report on Form 8-K filed January 4, 1995. In accordance with the terms of the Acquisition Agreement, each share of NFS common stock, par value $.01, issued and outstanding at the time of consummation of the acquisition was converted into the right to receive (a) $20.15 in cash and (b) 0.1696 of a share of the Company's common stock, $2.00 par value. In addition, all options to purchase NFS common stock that were outstanding and unexercised upon consummation of the acquisition were converted into options to purchase shares of the Company's common stock. A copy of a press release of the Company issued in connection with the consummation of the acquisition is attached hereto as an exhibit and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: See Exhibit Index on Page 3 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. BAYBANKS, INC. Date: July 6, 1995 By: /s/ Michael W. Vasily -------------------------------------- Michael W. Vasily Executive Vice President and Treasurer 2 3 EXHIBIT INDEX
Exhibit No. Description 99 BayBanks, Inc. Press Release Dated June 30, 1995 entitled "BayBanks, Inc. Completes Acquisition of NFS Financial Corp."
3 EX-99 2 PRESS RELEASE 1 Exhibit No. 99 BayBanks(R) BayBanks, Inc. 175 Federal Street, Boston, MA 02110 - -------------------------------------------------------------------------------- News CONTACT: Investor: Michael W. Vasily (617)482-1040 Media: Bruce E. Spitzer (617)788-7812 FOR IMMEDIATE RELEASE BAYBANKS, INC. COMPLETES ACQUISITION OF NFS FINANCIAL CORP. BOSTON, June 30, 1995 -- BayBanks, Inc. (NMS-BBNK) has announced that it has completed the acquisition of the southern New Hampshire-based holding company NFS Financial Corp. (NMS-NFSF). Following the transaction, NFS Savings Bank of Nashua and Plaistow Cooperative Bank of Plaistow will be merged and operate as BayBank FSB, headquartered in Nashua. The acquisition adds $618 million of assets and 11 new offices to the BayBank network. Under the terms of the agreement, NFS shareholders will receive $20.15 in cash and 0.1696 share of BayBanks' common stock for each NFS share held, or a total value of approximately $33.50 per share based on today's closing price of BayBanks' common stock. The total acquisition value is approximately $98 million. BayBanks, Inc. Vice Chairman Richard F. Pollard will become chief executive officer of BayBank FSB, succeeding James H. Adams, president and chief executive officer. In keeping with previously announced plans, Mr. Adams will continue to serve the bank in an advisory capacity. Robert J. Rzasa will continue as executive vice president and chief operating officer of the bank. Mr. Rzasa also has been elected a director. 2 "This event marks the beginning of our plan to bring to the southern New Hampshire market BayBank's extensive line of convenience-based products and services," said William M. Crozier, Jr., chairman and president of BayBanks, Inc. "We are fortunate to start with the outstanding reputation created by NFS in the communities it has served so well over the years. We look forward to providing to customers, both old and new, BayBank's high level of value-added services that consumers and businesses throughout Massachusetts have come to know and enjoy." BayBanks, Inc., headquartered in Boston, is one of New England's largest bank holding companies with $10.8 billion in assets at March 31, 1995. In March, BayBanks, Inc. also announced plans to acquire Cornerstone Financial Corporation of Derry, N.H., a $141 million commercial bank with 11 offices in southern New Hampshire. This transaction is pending shareholder and regulatory approval and is expected to close later in the year. -----END PRIVACY-ENHANCED MESSAGE-----