8-K 1 d02-1023.txt MEDFORD BANCORP, INC. 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 13, 2002 Medford Bancorp, Inc. ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts --------------------------------------- (State of incorporation or organization) 0-23435 04-3384928 ------------------------ -------------------- (Commission File Number) (I.R.S. Employer Identification No.) 29 High Street, Medford Massachusetts 02155 ----------------------------------------------------------------------- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (781) 395-7700 ---------------- Item 5. Other Events. On June 13, 2002, Medford Bancorp, Inc., a Massachusetts corporation ("Medford"), executed an Agreement and Plan of Merger (the "Merger Agreement") with Citizens Bank Financial Group, Inc., a Delaware corporation ("CFG"), and Citizens Bank of Massachusetts, a Massachusetts chartered trust company and wholly-owned subsidiary of CFG ("CBM"), pursuant to which Medford will be merged with a subsidiary of CBM (the "Merger"). In the Merger, each share of common stock of Medford, par value $0.50 per share (the "Common Stock"), will be converted into the right to receive $35.00 in cash. The Merger is subject to the satisfaction of certain customary conditions, including the approval of the Merger by the shareholders of Medford and certain Federal and state regulatory authorities. Certain directors and officers of Medford who own in the aggregate approximately 7% of the outstanding shares of Common Stock have entered into Stockholders Voting Agreements (the "Stockholders Voting Agreements") with CBM, pursuant to which these directors and officers have agreed to vote in favor of the Merger all of their shares of Common Stock which they are entitled to so vote. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is included as Exhibit 99.1 to this report and, together with Amendment to the Amended and Restated Shareholders Rights Agreement, a copy of which is attached hereto as Exhibit 99.2, are incorporated into this Item 5 by reference. In addition, the foregoing description of the Stockholders Voting Agreements is qualified in its entirety by reference to such Stockholders Voting Agreements, a copy of the form of such agreements is attached hereto as Exhibit 99.3 to this report and is incorporated into this Item 5 by reference. For additional information, reference is made to the press release announcing the Merger Agreement, a copy of which is attached hereto as Exhibit 99.4 and is incorporated into this Item 5 by reference. Information contained in this Current Report on Form 8-K and the Exhibits attached hereto may contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are inherently uncertain, and actual results may differ from Medford's expectations. Risk factors that could cause actual results to differ materially from these forward looking statements include, without limitation, the risk factors set forth in Medford's filings with the Securities and Exchange Commission and changes in general economic conditions, interest rates or regulatory requirements, and changes in the assumptions used to make such forward looking statements. SIGNATURE 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. MEDFORD BANCORP, INC. Date: June 13, 2002 By: /s/ Phillip W. Wong -------------------------- Name: Phillip W. Wong Title: E.V.P. & C.F.O. Exhibit Index Exhibit No. Description ------------- -------------- 99.1 Agreement and Plan of Merger 99.2 Amendment to Amended and Restated Shareholders Rights Agreement 99.3 Form of Stockholders Voting Agreement 99.4 Press release