-----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, ETZS6dMaOJtUsxQrNiOF2Vtyot6SmdVqN83tlPSRp8KVrXvUWyXLjw866515zCkM dlUwbadRIENaGQa7uPYpBg== 0000914317-04-001802.txt : 20040430 0000914317-04-001802.hdr.sgml : 20040430 20040430084908 ACCESSION NUMBER: 0000914317-04-001802 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040428 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALISBURY BANCORP INC CENTRAL INDEX KEY: 0001060219 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 061514263 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24751 FILM NUMBER: 04767412 BUSINESS ADDRESS: STREET 1: 5 BISSELL ST CITY: LAKEVILLE STATE: CT ZIP: 06039-1868 BUSINESS PHONE: 8604359801 MAIL ADDRESS: STREET 1: 5 BISSELL ST CITY: LAKEVILLE STATE: CT ZIP: 06039-1868 8-K 1 form8k-60099salisbury.txt 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): April 28, 2004 ------------------------------ SALISBURY BANCORP, INC. ----------------------- (Exact name of registrant as specified in charter) Connecticut 06-1514263 - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 5 Bissell Street, Lakeville, Connecticut 06039-1868 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (860) 435-9801 -------------- Form 8-K, Current Report Salisbury Bancorp, Inc. Item 5. Other Events. ------------ A. Annual Meeting of Shareholders of Salisbury Bancorp, Inc. -------------------------------------------------------- The Annual Meeting of Shareholders of Salisbury Bancorp, Inc. (the "Company"), the holding company for Salisbury Bank and Trust Company (the "Bank") was held on Wednesday, April 28, 2004. Shareholders voted on the election of directors and the ratification of the appointment of independent auditors. The results of the votes of shareholders regarding each proposal are set forth below: PROPOSAL 1 ELECTION OF DIRECTORS Each of the two nominees received in excess of a plurality of the votes cast at the meeting and were elected to serve until their term expires or their successors are elected and qualified. The vote for electing nominees as directors was as follows: Withholding For Authority John F. Perotti Number of Shares: 1,099,272 25,640 --------- ------- Percentage of Shares Voted: 97.7% 2.3% ---------- ------- Percentage of Shares Entitled to Vote: 77.1% 1.9% ---------- ------- Withholding For Authority Michael A. Varet Number of Shares: 1,099,099 25,813 --------- ------- Percentage of Shares Voted: 97.7% 2.3% ---------- ------- Percentage of Shares Entitled to Vote: 77.1% 1.9% ---------- ------- PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS The appointment of Shatswell, MacLeod & Company, P.C. as independent auditors for the Company for the year ending December 31, 2004 was approved because the votes for such appointment exceeded the votes against such appointment. The vote to ratify the appointment of Shatswell, MacLeod & Company, P.C. as independent auditors for the Company for the year ending December 31, 2004 was as follows: "For" "Against" "Abstain" Number of Votes: 1,124,110 624 -- --------- --------- --------- Percentage of Shares Voted: 99.9% .1% -- --------- --------- --------- Percentage of Shares Entitled to Vote: 78.9% 0 -- --------- --------- --------- ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS Following the Meeting of Shareholders, at the organizational meetings of the Board of Directors of the Company and the Bank, the Board of Directors of the Company elected John R. H. Blum, Chairman of the Board of Directors of Salisbury Bancorp, Inc. The Board of Directors of the Bank also elected Mr. Blum, Chairman of the Board of Directors of Salisbury Bank and Trust Company. The Chairman serves at the pleasure of each Board during a term expiring at the organizational meeting of each Board following the Annual Meeting of Shareholders. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (a) Financial Statements of Business Acquired. None. (b) Pro Form Financial Information. None. (c) Exhibits. 99.1 Press Release dated April 29 2004. Item 9. Regulation FD Disclosure. ------------------------ A summary of the remarks, which John F. Perotti, President, made at the Annual Meeting, is attached as Exhibit 99.1. Item 12. Results of Operations and Financial Conditions. ---------------------------------------------- On April 29 2004, the Company issued the attached press release related to its earnings for the year ended December 31, 2003 and for the quarter ended March 31, 2004. 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 hereto duly authorized. Dated: April 29, 2004 SALISBURY BANCORP, INC. By: /s/ John F. Perotti ------------------------------ John F. Perotti, President and Chief Executive Officer Exhibit Index - ------------- 99.1 Remarks from the President 99.2 Press Release dated April 29, 2004. EX-99.1 2 exhibit99-1.txt EXHIBIT 99.1 ------------ EXHIBIT 99.1 ------------ Salisbury Bancorp, Inc. Annual Shareholders Meeting, April 28, 2004 President's Remarks The year 2003 measured by most any standard, was a year of progress and achievement for Salisbury Bank & Trust Company and provided strong momentum for entering 2004 and our planned acquisition of the Canaan National Bank. Reported Company earnings were $3,840,000......an increase of 20% over the previous record year. Earnings per share increased by 20% as well, to $2.70. The improvement in net income is primarily the result of growth in earning assets that has produced an increase in total net interest income, a reduction in interest expense and an increase in other noninterest income. Management is pleased with a 28% increase in noninterest income, a 12% increase in Trust Department income, a 19% increase in service charge income, and a 67% increase in gains on sales of available for sale securities. Gains on sale of loans held-for-sale increased 15% and other income increased 16%. Cash dividends declared per share increased to $0.92 marking the 13th consecutive year that your board has increased the dividend paid to shareholders. During the year, we continued to make improvements to garner efficiencies to enable our employees and officers to enhance service delivery to our customers. Examples are the installation of a new computerized telephone system linking all of our offices and upgraded computer systems thru out the Bank. Many of you who frequent our main office in Lakeville have indicated that you are pleased with the changes made to the lobby area, which was completely refurbished. The work in Lakeville is not yet complete, however. We plan to begin next week with the installation of a third lane to our drive up teller facility which will house a state of the art ATM machine that will be accessible from your automobile. We also plan to reconfigure the entrance and exit area to the 5 Bissell Street offices and create additional parking for our customers and visitors. We have grown our mortgage lending operation to a sufficient size that enables us to take advantage of a beneficial Connecticut state tax law through the creation of a passive investment company subsidiary which will be responsible for much of the Bank's mortgage lending functions. As of April 15th, the Bank has transferred $126 million of mortgage loans to our newly formed subsidiary, SBT Mortgage Service Corporation. This should offer tax advantages, while retaining our valuable mortgage banking relationships. The announcement of the execution of our definitive agreement to acquire Canaan in November of last year was a very exciting event for us and should provide us with new opportunities. Following receipt of all required regulatory approvals and approval by the shareholders of Canaan, we expect to consummate the transaction during the third calendar quarter of this year. This transaction represents the merger of two long-standing community focused organizations with very similar cultures and should help us to expand our Massachusetts presence and serve customers throughout the Tri-State region of northwestern Connecticut, western Massachusetts and proximate communities in New York State. Both institutions provide a level of high quality personal service from a committed team of individuals who are active and in touch with the communities that they serve. When the transaction is consummated, our combined base of talented and dedicated employees should continue to provide outstanding customer service in the delivery of our financial products and services. Our shared familiarity with the Tri-State region reduces execution risk and we anticipate that this acquisition will be accretive to earnings within the first year following consummation. Our strategic plan continues to create value for Salisbury Bank's customers and shareholders. As a result of the Company's first quarter performance, the Board of Directors voted to increase the dividend to $.24 per share. I believe you will be pleased to learn that our first quarter's net income exceeded both the 2004 first quarter budgeted number, as well as last year's actual record number. Net income for the first quarter of 2004 was $1,071,777 or $.75 per share. This compares to 2003 first quarter earnings of $1,029,030 or $.72 per share. Although we are located in a very unique and competitive market in the Northwest corner of Connecticut, I believe the Bank is positioned well for the future challenges that face us as a community bank. Our people are responsible for the success your Bank has enjoyed during the past several years. We have assembled an extraordinary team which has performed well. We've empowered them to make decisions, and they are active and involved in the communities that we serve. We have an extremely dedicated Advisory Board and Board of Directors who communicate with us openly and candidly, and continually challenge us to be the best community bank in the Tri-State area. Together, we all appreciate your interest in Salisbury Bank and encourage you to do your banking with us and to refer us to your friends and neighbors. EX-99.2 3 exhibit99-2.txt EXHIBIT 99.2 ------------ EXHIBIT 99.2 ------------ SALISBURY BANCORP, INC. HELD ANNUAL MEETING (Lakeville, CT). April 29, 2004. Salisbury Bancorp, Inc. (AMEX:SAL) held its Annual Meeting on April 28, 2004. John F. Perotti, President and Chief Executive Officer of Salisbury Bancorp, Inc. and its subsidiary, Salisbury Bank and Trust Company, presented an overview of the Corporation's financial performance to the board of directors and shareholders. At the meeting, shareholders re-elected John F. Perotti and Michael A. Varet to three year terms on the Board of Directors which includes six (6) other directors whose terms did not expire at this years Annual Meeting. Shareholders also ratified the appointment of Shatswell, MacLeod & Company, P.C. as independent auditors of the Company. Salisbury Bancorp, Inc. announced today that net income for the first quarter of 2004 was $1,071,777 or $.75 per share. This compares to 2003 first quarter earnings of $1,029,030 or $.72 per share. The Company previously announced a first quarter dividend of $.24 per common share that was paid on April 28, 2004 to shareholders of record as of March 31, 2004. This compares to a $.23 per share dividend that was paid to shareholders for the first quarter of 2003. Salisbury Bancorp, Inc.'s sole subsidiary, Salisbury Bank and Trust Company, is an independent community bank with assets in excess of $320 million and equity capital in excess of $30 million, which has served the communities of northwestern Connecticut and proximate communities in New York and Massachusetts for approximately 150 years. Salisbury Bank and Trust Company is headquartered in Lakeville, Connecticut and operates full service branches in Canaan, Salisbury and Sharon, Connecticut. The Bank offers a full compliment of consumer and business banking products and services as well as trust services. -----END PRIVACY-ENHANCED MESSAGE-----