-----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, SZ0sC7ugkQVbrgK4hngUSYWlcBeOX6otV1SdcjbJr9zdZeRtiYmPcRRMNYztNcOg gKa4AIhS3s5FFl0DL2DlOw== 0000927016-99-000544.txt : 19990303 0000927016-99-000544.hdr.sgml : 19990303 ACCESSION NUMBER: 0000927016-99-000544 CONFORMED SUBMISSION TYPE: 8-K12G3 PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19990211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CCBT BANCORP INC CENTRAL INDEX KEY: 0001074972 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 043437708 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K12G3 SEC ACT: SEC FILE NUMBER: 000-25381 FILM NUMBER: 99531754 BUSINESS ADDRESS: STREET 1: 307 MAIN STREET CITY: HYANNIS STATE: MA ZIP: 02601 BUSINESS PHONE: 5087608323 MAIL ADDRESS: STREET 1: 307 MAIN STREET CITY: HYANNIS STATE: MA ZIP: 02601 8-K12G3 1 FORM 8-K 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 February 11, 1999 (Date of Earliest Event reported) CCBT BANCORP, INC. (Exact name of registrant as specified in charter) MASSACHUSETTS 04-3437708 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601 (Address of principal executive offices, including zip code) (508) 394-1300 (Registrant's telephone number, including area code) The Exhibit Index appears on page 4. There are 148 pages in this Report, including exhibits. ITEM 5. OTHER EVENTS. On February 11, 1999 (the "Effective Date") CCBT Bancorp, Inc. (the "Company") and Cape Cod Bank and Trust Company, a Massachusetts commercial bank with trust powers (the "Bank"), consummated the formation of a holding company for the Bank (the "Reorganization") pursuant to a Plan of Reorganization and Acquisition dated as of October 8, 1998 (the "Plan of Reorganization"). Pursuant to the Plan of Reorganization, at the Effective Date, each issued and outstanding share of the Bank's common stock, par value $2.50 per share, automatically and without consideration was converted into and exchanged for one share of the common stock, par value $1.00 per share (the "Common Stock"), of the Company. Prior to the completion of the Reorganization, the Company was a wholly-owned subsidiary of the Bank. On the Effective Date, the Bank became a wholly-owned subsidiary of the Company and the stockholders of the Bank became stockholders of the Company. No additional shares were offered or sold in connection with the Reorganization. Until the Effective Date, the Bank's common stock was registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and traded on the Nasdaq National Market System. The Bank has filed reports with the FDIC under Section 12(i) of the Exchange Act since 1986. This report on Form 8-K is being filed in connection with the registration of the Common Stock of the Company under Section 12(g) of the Exchange Act pursuant to Rule 12g-3(a) thereunder. As of the Effective Date, (i) the Company is the successor issuer to the Bank, (ii) the Common Stock of the Company is held of record by three hundred or more persons and (iii) the Common Stock of the Company is listed in place of the common stock of the Bank on the Nasdaq National Market System under the trading symbol "CCBT." Pursuant to the Plan of Reorganization, as of the Effective Date, the Company assumed all of the Bank's obligations under the Bank's stock option plan, as evidenced by the CCBT Bancorp, Inc. Stock Option Plan, which was assumed and adopted by the Company as the Company's stock option plan (the "Stock Option Plan"). In addition, the Cape Cod Bank and Trust Company Employee Stock Ownership Plan and Trust (the "ESOP") will be deemed to refer instead to Bancorp Common Stock (the Stock Option Plan and the ESOP, together, the "Benefit Plans"). Under the Benefit Plans, the Company will issue shares of its Common Stock in lieu of shares of Bank Common Stock. The Company intends to file a registration statement on Form S-8 for all Common Stock issuable under the Stock Option Plan. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following is a complete list of exhibits filed or incorporated by reference as part of this report. 2.1 Plan of Reorganization and Acquisition dated as of October 8, 1998 between the Company and the Bank 3.1 Articles of Organization of the Company 3.2 By-laws of the Company 3.3 Articles of Organization of the Bank 3.4 By-laws of the Bank 4.1 Specimen certificate for shares of Common Stock of the Company 99.1 Annual Report of the Bank on Form 10-K for the year ended December 31, 1997, as filed with the Federal Deposit Insurance Corporation ("FDIC") 99.2 Quarterly Report of the Bank on Form 10-Q for the quarter ended March 31, 1998, as filed with the FDIC 99.3 Quarterly Report of the Bank on Form 10-Q for the quarter ended June 30, 1998, as filed with the FDIC 99.4 Proxy Statement, dated November 9, 1998, delivered to the Bank's stockholders in connection with the Bank's December 4, 1998 Special Meeting of Stockholders, as filed with the FDIC 99.5 Quarterly Report of the Bank on Form 10-Q for the quarter ended September 30, 1998, as filed with the FDIC 99.6 Notification pursuant to Section 225.17 of Regulation Y (12 C.F.R.ss.225.17) for a One-Bank Holding Company Formation filed by the Company with the Federal Reserve Bank of Boston on October 26, 1998 99.7 Application for Acquisition of a Bank by a Company pursuant to MGL c. 172, ss. 26B, filed by the Company with the Commissioner of Banks of the Commonwealth of Massachusetts on December 7, 1998 2 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 thereunto duly authorized. CCBT BANCORP, INC. Date: February 11, 1999 By: /s/ Stephen B. Lawson ------------------------------------- Stephen B. Lawson President and Chief Executive Officer 3 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGES 2.1 Plan of Reorganization and Acquisition dated as of October 8, 1998 between the Company and the Bank 3.1 Articles of Organization of the Company 3.2 By-laws of the Company 3.3 Articles of Organization of the Bank 3.4 By-Laws of the Bank 4.1 Specimen certificate for shares of Common Stock of the Company 99.1 Annual Report of the Bank on Form 10-K for the year ended December 31, 1997, as filed with the Federal Deposit Insurance Corporation ("FDIC") 99.2 Quarterly Report of the Bank on Form 10-Q for the quarter ended March 31, 1998, as filed with the FDIC 99.3 Quarterly Report of the Bank on Form 10-Q for the quarter ended June 30, 1998, as filed with the FDIC 99.4 Proxy Statement, dated November 9, 1998, delivered to the Bank's stockholders in connection with the Bank's December 4, 1998 Special Meeting of Stockholders, as filed with the FDIC 99.5 Quarterly Report of the Bank on Form 10-Q for the quarter ended September 30, 1998, as filed with the FDIC 99.6 Notification pursuant to Section 225.17 of Regulation Y (12 C.F.R. ss. 225.17) for a One-Bank Holding Company Formation filed by the Company with the Federal Reserve Bank of Boston on October 26, 1998. 99.7 Application for Acquisition of a Bank by a Company pursuant to MGL c. 172, ss. 26B, filed by the Company with the Commissioner of Banks of the Commonwealth of Massachusetts on December 7, 1998.
- - --------------------------- EX-2.1 2 PLAN OF REORGANIZATION EXHIBIT 2.1 PLAN OF REORGANIZATION AND ACQUISITION PURSUANT TO SECTION 26B OF CHAPTER 172 OF THE GENERAL LAWS OF MASSACHUSETTS This Plan of Reorganization and Acquisition (the "Plan") is dated as of October 8, 1998, and made between Cape Cod Bank and Trust Company, a Massachusetts trust company (the "Bank"), and CCBT Bancorp, Inc., a Massachusetts corporation ("Bancorp"). The Bank is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts, with its principal office at 307 Main Street, Hyannis, Massachusetts 02601. As of the date hereof, the authorized capital stock of the Bank consists of 12,000,000 shares of common stock, par value $2.50 per share (the "Bank Common Stock"), of which 9,061,064 shares are issued and outstanding and 400,000 shares are reserved for issuance under the Cape Cod Bank and Trust Company 1997 Stock Option Plan (as the same may be renamed from time to time) (the "Stock Option Plan"). Bancorp is a corporation, duly organized and validly existing under the laws of the Commonwealth of Massachusetts, with its principal office at 307 Main Street, Hyannis, Massachusetts 02601. The articles of organization of Bancorp at the Effective Time (as defined herein) will provide for authorized capital stock consisting of 12,000,000 shares of common stock, par value $1.00 per share (the "Bancorp Common Stock"). As of the date hereof, there are 100 shares of Bancorp Common Stock issued and outstanding, all of which are held by the Bank. The Bank and Bancorp have agreed that Bancorp will acquire all of the issued and outstanding shares of Bank Common Stock in exchange for shares of Bancorp Common Stock pursuant to the provisions of Section 26B of Chapter 172 of the General Laws of Massachusetts and of this Plan. The Plan has been adopted and approved by a vote of a majority of all the members of the Board of Directors of the Bank and by a vote of a majority of all the members of the Board of Directors of Bancorp. The officers of the Bank and of Bancorp whose respective signatures appear below have been duly authorized to execute and deliver this Plan. Now, THEREFORE, in consideration of these premises, the Bank and Bancorp agree as follows: SECTION 1 - APPROVAL AND FILING OF PLAN 1.1. The Plan shall be submitted for approval by the holders of Bank Common Stock at a meeting to be called and held in accordance with the applicable provisions of law. Notice of such meeting shall be published at least once a week for two successive weeks in a newspaper of general circulation in the County of Barnstable, Commonwealth of Massachusetts. Both of said publications shall be at least fifteen days prior to the date of the meeting. 1.2. Upon approval of the Plan by the affirmative vote of the holders of 66 2/3% of the outstanding shares of Bank Common Stock as required by law, the Bank and Bancorp shall submit the Plan to the Commissioner of Banks of the Commonwealth of Massachusetts (the "Bank Commissioner") for his approval and filing in accordance with the provisions of Section 26B of Chapter 172 of the General Laws of Massachusetts. The Plan shall be accompanied by such certificates of the respective officers of the Bank and Bancorp, as well as filing fees, as may be required by law and a written request from the Bank that the Plan not be filed by the Bank Commissioner until such future time as the Bank Commissioner shall have received from the Bank and Bancorp the written notice described in Subsection 2.1. 1.3. If the requisite approval of the Plan is obtained at the meeting of holders of Bank Common Stock referred to in Subsection 1.1, thereafter and until the Effective Time, as hereinafter defined, the Bank shall issue certificates for Bank Common Stock, whether upon transfer or otherwise, only if such certificates bear a legend indicating that the Plan has been approved and that shares of Bank Common Stock evidenced by such certificates are subject to acquisition by Bancorp pursuant to the Plan. SECTION 2 - DEFINITION OF EFFECTIVE TIME 2.1. The Plan shall become effective at 12:01 A.M. on the first business day following the date on which the Bank and Bancorp advise the Bank Commissioner in writing (i) that all the conditions precedent to the Plan becoming effective specified in Section 5 have been satisfied and (ii) that the Plan has not been abandoned by the Bank or Bancorp in accordance with the provisions of Section 6, or at such other date and time as is specified in such written notice to the Bank Commissioner. Such time is hereafter called the "Effective Time." SECTION 3 - ACTIONS AT THE EFFECTIVE TIME 3.1. At the Effective Time, Bancorp shall, without any further action on its part or on the part of the holders of Bank Common Stock, automatically and by operation of law acquire and become the owner for all purposes of all the then issued and outstanding shares of Bank Common Stock and shall be entitled to have issued to it by the Bank a certificate or certificates representing such shares. Thereafter, Bancorp shall have full and exclusive power to vote such shares of Bank Common Stock, to receive dividends thereon and to exercise all rights of an owner thereof. 3.2. At the Effective Time, the shares of Bancorp Common Stock which are outstanding immediately prior to the Effective Time shall be canceled. 3.3. At the Effective Time, the holders of the then issued and outstanding shares of Bank Common Stock shall, without any further action on their part or on the part of Bancorp, automatically and by operation of law cease to own such shares and shall instead become owners of one share of Bancorp Common Stock for each share of Bank Common Stock held by them immediately prior to the Effective Time. Thereafter, such persons shall have full and exclusive power to vote such shares of Bancorp Common Stock, to receive dividends thereon, except as otherwise provided herein, and to exercise all rights of an owner thereof. 3.4. At the Effective Time, all previously issued and outstanding certificates representing shares of Bank Common Stock (the "Old Certificates") shall automatically and by operation of law cease to represent shares of Bank Common Stock or any interest therein and each Old Certificate shall instead represent the ownership by the holder thereof of an equal number of shares of Bancorp Common Stock. No holder of an Old Certificate shall be entitled to vote the shares of Bank Common Stock formerly represented by such certificate, or to receive dividends thereon, or to exercise any other rights of ownership in respect thereof. 3.5. Notwithstanding any of the foregoing, any Dissenting Stockholder, as defined in Subsection 8.1, shall have such rights as are provided by Subsection 8.2 and by the laws of the Commonwealth of Massachusetts. SECTION 4 - ACTIONS AFTER THE EFFECTIVE TIME As soon as practicable and in any event not more than thirty days after the Effective Time: 4.1. Bancorp shall deliver to the transfer agent for the Bank and Bancorp (the "Transfer Agent"), as agent for the then holders of the Old Certificates (other than Old Certificates representing shares of Bank Common Stock as to which dissenters' appraisal rights shall have been exercised), a certificate or certificates for the aggregate number of shares of Bancorp Common Stock (the "New Certificates"), to which said holders shall be entitled. Each such holder may surrender his Old Certificate to the Transfer Agent and receive in exchange therefor a New Certificate for an equal number of shares of Bancorp Common Stock. However, holders of Old Certificates need not surrender Old Certificates to the Transfer Agent in exchange for a New Certificate. The Transfer Agent shall treat Old Certificates as representing for all purposes an equal number of shares of Bancorp Common Stock. 2 4.2. Bancorp may publish a notice to the holders of all Old Certificates specifying the Effective Time of the Plan and notifying such holders that they may present their Old Certificates to the Transfer Agent for exchange for a New Certificate representing an equal number of shares of Bancorp Common Stock. Such notice may likewise be given by mail to such holders at their addresses on the Bank's records. SECTION 5 - CONDITIONS PRECEDENT The Plan and the acquisition provided for herein shall not become effective unless all of the following first shall have occurred: 5.1. The Plan shall have been approved by the affirmative vote of the holders of two-thirds of the outstanding Bank Common Stock at a meeting of such stockholders called for such purpose. 5.2. The Plan shall have been approved by the Bank Commissioner and a copy of the Plan with his approval endorsed thereon shall have been filed in his office, all as provided in Section 26B of Chapter 172 of the General Laws of Massachusetts. 5.3. Any approval, consent, or waiver required by the Board of Governors of the Federal Reserve System shall have been received, and any waiting period imposed by applicable law shall have expired. 5.4. The Bank shall have received a favorable opinion from its counsel, satisfactory in form and substance to the Bank, with respect to the federal income tax consequences of the Plan and the acquisition contemplated thereby. 5.5. The shares of Bancorp Common Stock to be issued to the holders of Bank Common Stock pursuant to the Plan shall have been registered or qualified for such issuance to the extent required under all applicable state securities laws. 5.6. The Bank and Bancorp shall have obtained all other consents, permissions and approvals and taken all actions required by law or agreement, or deemed necessary by the Bank or Bancorp, prior to the consummation of the acquisition provided for by the Plan and to Bancorp's having and exercising all rights of ownership with respect to all of the outstanding shares of Bank Common Stock acquired by it thereunder. SECTION 6 - ABANDONMENT OF PLAN 6.1. The Plan may be abandoned by either the Bank or Bancorp at any time before the Effective Time in the event that: (a) Necessary regulatory approvals cannot be obtained, or the conditions or obligations associated with such regulatory approvals make consummation of the acquisition contemplated by the Plan inadvisable in the opinion of Bank or Bancorp; (b) The number of shares of Bank Common Stock owned by Dissenting Stockholders, as defined in Subsection 8.1, shall make consummation of the acquisition contemplated by the Plan inadvisable in the opinion of the Bank or Bancorp; (c) Any action, suit, proceeding or claim has been instituted, made or threatened relating to the Plan which shall make consummation of the acquisition contemplated by the Plan inadvisable in the opinion of the Bank or Bancorp; or (d) For any other reason consummation of the acquisition contemplated by the Plan is inadvisable in the opinion of the Bank or Bancorp. 3 Such abandonment shall be effected by written notice by either the Bank or Bancorp to the other of them, and shall be authorized or approved by the Board of Directors of the party giving such notice. Upon the giving of such notice, the Plan shall be terminated and there shall be no liability hereunder or on account of such on the part of the Bank or Bancorp or the Directors, officers, employees, agents or stockholders of either of them. In the event of abandonment of the Plan, the Bank shall pay the fees and expenses incurred by itself and Bancorp in connection with the Plan and the proposed acquisition. If either party hereto gives written notice of termination to the other party pursuant to this section, the party giving such written notice shall simultaneously furnish a copy thereof to the Bank Commissioner. SECTION 7 - AMENDMENT OF PLAN 7.1. The Plan may be amended or modified at any time by mutual agreement of the Boards of Directors of Bancorp and the Bank (i) prior to its approval by the stockholders of the Bank, in any respect, and (ii) subsequent to such approval, in any respect, provided that the Bank Commissioner shall approve of such amendment or modification. SECTION 8 - RIGHTS OF DISSENTING STOCKHOLDERS 8.1. "Dissenting Stockholders" shall mean those holders of Bank Common Stock who file with the Bank before the taking of the vote on the Plan, written objection to the Plan, pursuant to Section 86 of Chapter 156B of the General Laws of Massachusetts, stating that they intend to demand payment for their shares of Bank Common Stock if the Plan is consummated and whose shares are not voted in favor of the Plan. 8.2. Dissenting Stockholders who comply with the provisions of Sections 86 to 98, inclusive, of Chapter 156B of the General Laws of Massachusetts and all other applicable provisions of law shall be entitled to receive from the Bank payment of the fair value of their shares of Bank Common Stock upon surrender by such holders of the certificates which previously represented shares of Bank Common Stock. Certificates so obtained by the Bank, upon payment of the fair value of such shares as provided by law, shall be canceled. Shares of Bancorp Common Stock, to which Dissenting Stockholders would have been entitled had they not dissented, shall be deemed to constitute authorized but unissued shares of Bancorp Common Stock and may be sold or otherwise disposed of by Bancorp at the discretion of, and on such terms as may be fixed by, its Board of Directors. SECTION 9 - STOCK OPTIONS By voting in favor of the Plan and by consummation of the acquisition contemplated by the Plan, Bancorp shall have approved adoption by Bancorp of the Stock Option Plan of the Bank as the Stock Option Plan of Bancorp and shall have agreed to issue Bancorp Common Stock in lieu of Bank Common Stock pursuant to stock options then outstanding under the Stock Option Plan. As of the Effective Time, the unexercised portion of the options outstanding under the existing Stock Option Plan shall be assumed by Bancorp and thereafter shall be exercisable only for shares of Bancorp Common Stock, with each such option being exercisable for a number of shares of Bancorp Common Stock equal to the number of shares of Bank Common Stock that were available thereunder immediately prior to the Effective Time, and with no change in the exercise price or any other term or condition of such option. Bancorp and the Bank shall make appropriate amendments to the Stock Option Plan to reflect the adoption of such plan as the Stock Option Plan of Bancorp without adverse effect upon the options outstanding under the Stock Option Plan. SECTION 10 - GOVERNING LAW The Plan shall take effect as a sealed instrument and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 4 SECTION 11 - COUNTERPARTS The Plan may be executed in several identical counterparts, each of which when executed and delivered by the parties hereto shall be an original, but all of which together shall constitute a single instrument. In making proof of the Plan, it shall not be necessary to produce or account for more than one such counterpart. 5 CAPE COD BANK AND TRUST COMPANY By: /s/ Stephen B. Lawson ------------------------------------- Stephen B. Lawson President and Chief Executive Officer ATTEST: /s/ Noal D. Reid - - ----------------------- Noal D. Reid Chief Financial Officer CCBT BANCORP, INC. By: /s/ Stephen B. Lawson ------------------------------------- Stephen B. Lawson President and Chief Executive Officer ATTEST: /s/ Noal D. Reid - - ------------------------ Noal D. Reid Chief Financial Officer I hereby approve this Plan of Reorganization and Acquisition. 1/29/99 /s/ Thomas J. Curry - - ------- --------------------- Date Commissioner of Banks 6 EX-3.1 3 ARTICLES OF ORGANIZATION OF THE COMPANY EXHIBIT 3.1 /s/ SIGNATURE ILLEGIBLE - - --------------- Examiner THE COMMONWEALTH OF MASSACHUSETTS WILLIAM FRANCIS GALVIN Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ILLEGIBLE - - ---------- Name ARTICLES OF ORGANIZATION Approved (GENERAL LAWS, CHAPTER 156B) ARTICLE I The exact name of the corporation is: CCBT Bancorp, Inc. ARTICLE II The purpose of the corporation is to engage in the following business activities: A. To acquire, invest in or hold stock in any subsidiary permitted under (i) the Bank Holding Company Act of 1956, and (ii) Massachusetts General Laws, Chapter 167, as such statutes may be amended from time to time, and to engage in any other activity or enterprise permitted to a bank holding company under said statutes or other applicable law. B. To buy, sell, invest in, hold and deal in property of every nature and description, real and personal, tangible and intangible, permissible for such a corporation. C C. To carry on any business or other activity which may be P lawfully carried on by a corporation organized under the Business Corporation Law of the Commonwealth of Massachusetts, M whether or not related to those referred to in the foregoing paragraphs. R.A. NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 5 8 1/2 x 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. - - ---- ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG P.C. AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED. 1 ARTICLE III State the total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue. - - -------------------------------------------------------------------------------- WITHOUT PAR VALUE WITH PAR VALUE - - -------------------------------------------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE - - -------------------------------------------------------------------------------- Common: 0 Common: 12,000,000 $1.00 - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- Preferred: 0 Preferred: 0 - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- ARTICLE IV If more than one class of stock is authorized state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class. None. ARTICLE V The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are: None. ARTICLE VI **Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: None. **If there are no provisions state "None".: Note: The preceding six (6) articles are considered to be permanent and may ONLY be changed by filing appropriate Articles of Amendment. 2 ARTICLE VII The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing. ARTICLE VIII THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE ARTICLES OF ORGANIZATION. a. The street address (post office boxes are not acceptable) of the principal office of the corporation in Massachusetts is: 307 Main Street, Hyannis, Massachusetts 02601 b. The name, residential address and post office address of each director and officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS President: Stephen B. Lawson 218 Willow Street West Barnstable, MA 02630 Same Treasurer: Noal D. Reid 156 Blue Rock Road South Yarmouth, MA 02664 Same Clerk: John S. Burnett 14 Madison Avenue Centerville, MA 02632 Same Directors: SEE ATTACHMENT A
c. The fiscal year (i.e., tax year) of the corporation shall end on the last day of the month of: December d. The name and business address of the resident agent, if any, of the corporation is: John S. Burnett, Clerk 307 Main Street, Hyannis, Massachusetts 02601 ARTICLE IX By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names set forth above, have been duly elected. IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY. I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address(es) are clearly typed or printed beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Laws, Chapter 156B and do hereby sign these Articles of Organization as incorporator(s) this 8th day of October, 1998. /s/ Jennifer D. Miller, Esq. - - -------------------------------------------------------------------------------- Jennifer D. Miller, Esq. - - -------------------------------------------------------------------------------- Goodwin, Procter & Hoar, LLP - - -------------------------------------------------------------------------------- Exchange Place, Boston, Massachusetts 02109 - - -------------------------------------------------------------------------------- NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN. 3 ATTACHMENT A ------------ Directors of CCBT Bancorp, Inc. Name Residential Address Post Office Address Mr. Stephen B. Lawson 218 Willow Street Same West Barnstable, MA 02630 Mr. John F. Aylmer 119 Tern Lane Same Centerville, MA 02632 Mr. Palmer Davenport 177 Uncle Barney's Road P.O. Box 218 West Dennis, MA 02670 West Dennis, MA 02670 Mr. George D. Denmark 29 Depot Road P.O. Box 92 Cataumet, MA 02534 Cataumet, MA 02534 Mr. John Otis Drew 39 Sea Marsh Road Same Centerville, MA 02632 Mr. William C. Snow 22 Gibson Lane P.O. Box 355 Orleans, MA 02653 Orleans, MA 02653 4 THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF ORGANIZATION (GENERAL LAWS, CHAPTER 156B) ============================================================ I hereby certify that, upon examination of these Articles of Organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $12,000.00 having been paid, said articles are deemed to have been filed with me this 8th day of October 1998. Effective date: ____________________________________________ /s/ William Francis Galvin WILLIAM FRANCIS GALVIN Secretary of the Commonwealth FILING FEE: One tenth of one percent of the total authorized capital stock, but not less than $200.00. For the purpose of filing, shares of stock with a par value less than $1.00, or no par stock, shall be deemed to have a par value of $1.00 per share. TO BE FILLED IN BY CORPORATION PHOTOCOPY OF DOCUMENT TO BE SENT TO: Paul W. Lee, P.C. ------------------------------------------ Goodwin, Procter & Hoar, LLP ------------------------------------------ Exchange Place, Boston, MA 02109 ------------------------------------------ Telephone: (617) 570-1000 -------------------------------- 5 EX-3.2 4 BY-LAWS OF THE COMPANY EXHIBIT 3.2 CCBT BANCORP, INC. (THE "COMPANY") BY-LAWS ARTICLE I PRINCIPAL OFFICE The Company shall have its principal office in the County of Barnstable, Massachusetts, and may have branch offices at such place or places as are permitted by law and authorized by the Board of Directors. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the fourth Thursday of April of each year at such time and place in the County of Barnstable, Massachusetts, as shall be determined by the Board of Directors and specified in the notice of the meeting, for the election of a Clerk and a Board of Directors and the transaction of such other business as may properly come before the meeting. If, for any cause, the annual meeting shall not be called and held as hereinabove prescribed, a special meeting shall be called in the manner hereinbelow provided in lieu of the annual meeting and for the purposes thereof and for such additional purposes as shall be specified in the notice of said special meeting. SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders shall be called by the Clerk as directed by vote of the Board of Directors or at the written request of the President, five Directors, or one or more stockholders of record holding at least thirty percent of the capital stock issued and outstanding and entitled to vote, and at such time and place in the County of Barnstable, Massachusetts, and for such purposes as shall be stated in such vote or request consistent with these By-laws, the Articles of Organization, and applicable provisions of law. SECTION 3. NOTICE. The Clerk shall give notice of every meeting of the stockholders by mailing, postage prepaid, a written notice thereof at least seven days before the time fixed for the meeting to each stockholder of record entitled to vote thereat addressed to him at his address as appearing upon the books of the Company. The notice of each meeting shall set forth the time, place, and purposes thereof. In the event of the absence, incapacity or refusal of the Clerk to call or give notice of any annual meeting or any special meeting, such meeting may be called by the President or by any other person designated for the purpose by the Board of Directors, in the manner hereinabove prescribed. 1 SECTION 4. METHOD OF VOTING. Each holder of record of stock outstanding and entitled to vote at a meeting, if present in person or represented by valid proxy thereat, shall have one vote at such meeting for each share of stock outstanding and entitled to vote thereat held of record by such holder. A proxy may be appointed by an instrument in writing signed by the stockholder or his duly authorized attorney or legal representative but no proxy instrument which is dated more than six months before the meeting named therein shall be accepted and no such proxy instrument shall be valid after the final adjournment of such meeting. All proxy instruments shall be filed with and verified by the Clerk of the meeting before being voted. Election of Directors and Clerk shall be by ballot, and upon request of any stockholder at any meeting, the vote upon any question properly brought before the meeting shall be by ballot. SECTION 5. QUORUM. At any stockholders' meeting a majority in interest of the shares of stock of the Company outstanding and entitled to vote, represented at the meeting by stockholders of record in person or by proxy, shall constitute a quorum for the transaction of business at any meeting. When a quorum is present at any meeting, a majority of the stock represented thereat and entitled to vote shall decide any question brought up at such meeting, except where a larger vote is required by express provision of law or by these By-laws or the Articles of Organization. SECTION 6. ADJOURNMENTS. By vote of the holders of record of a majority of the stock outstanding and entitled to vote at a meeting and present in person or by proxy thereat, whether or not a quorum is present, such meeting may be adjourned finally or to reconvene to the same place or at such other place in Barnstable County and at such other time as shall be specified in such vote. No notice of any such adjournment shall be required other than announcement of such adjournment at the meeting or at any adjournment thereof at which such adjournment is voted, whether the adjournment is by vote of a quorum or of less than a quorum. At any such reconvened meeting, whether the adjournment has been by vote of a quorum or of less than a quorum, at which a quorum shall be present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally called. SECTION 7. ADDRESSES OF STOCKHOLDERS. Every stockholder, if and when requested by the Clerk, shall file with the Clerk an address at or to which all notices may be served upon or mailed to such stockholder and, if no such address is furnished, notices may be addressed to such stockholder at any other address of the stockholder appearing upon the books of the Company as determined by the Secretary. 2 ARTICLE III DIRECTORS, OFFICERS AND COMMITTEES SECTION 1. DIRECTORS. The Board of Directors of the Company shall consist of not less than six nor more than sixteen Directors as fixed by the stockholders pursuant to these By-laws. At least three-fourths of the Directors shall be citizens of the Commonwealth and resident therein. SECTION 2. OFFICERS. The officers of the Company shall be a President, a Treasurer, one or more Vice Presidents, one or more Assistant Treasurers, a Clerk, and a Secretary of the Board of Directors, and if the Board of Directors so determines, a Chairman of the Board of Directors, and such other officers as shall be elected by the Board of Directors. The Clerk shall be a resident of the Commonwealth. One person may be elected to and serve in more than one office except that the President may not be either the Treasurer or the Clerk. SECTION 3. COMMITTEES. There shall be an Executive Committee, as hereinafter provided for, and such additional committees as the Board of Directors shall from time to time appoint. SECTION 4. OATH OF OFFICE. The Directors and officers shall be sworn to the faithful performance of their duties as prescribed by law and the Directors shall take such additional oath as shall be required by law. ARTICLE IV ELECTIONS SECTION 1. DIRECTORS. Except as hereinbelow provided, approximately one-third of the Directors shall be chosen by ballot at each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for purposes of the annual meeting. They shall serve for a term of three years and until their successors are elected and have qualified, providing, however, that a term of one or two years shall be substituted when necessary to insure that no person serve as a Director after the annual meeting following such person's 72nd birthday. There shall be three classes of directors. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 1999, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2000, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2001. Those standing for re-election shall be elected for a term of three years. The number of Directors shall be fixed within the limits above specified 3 at each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting. However, within the above limits additional Directors may be elected between annual meetings of the stockholders at any special meeting of the stockholders called for the purpose of increasing the number of Directors and of electing additional Directors accordingly and any Directors so elected shall serve until the date herein fixed for the next annual meeting of the stockholders and until their successors are elected and have qualified. If proposed for re-election, they shall be elected for a term of one, two, or three years which will maintain a Board of Directors whose terms will expire one-third each year as nearly as possible. At the annual meeting, or a special meeting in lieu of the annual meeting, or a special meeting called for the purpose, the stockholders may change and fix the number of Directors within the limits above specified and may leave open a maximum of two directorships for election by the Board of Directors, and in such event the Board of Directors, in its discretion from time to time, by vote of a majority of the Directors at the time in office may elect not more than two additional Directors to serve until the next annual meeting. SECTION 2. OFFICERS. The President, who shall be a member of the Board of Directors, the Treasurer, the Secretary of the Board of Directors, and at least one Vice President and one Assistant Treasurer shall be elected by the Board of Directors at its organizational meeting held after each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting. The Board of Directors shall also have power to elect such additional Vice Presidents, Assistant Treasurers and other officers and agents (other than the Clerk except in the event of a vacancy) and a Chairman of the Board as the Board of Directors shall from time to time determine and to confer upon any such other officers and agents such titles as the Board of Directors sees fit. All officers and agents elected and appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors. The Clerk shall be elected by ballot at each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting. He shall serve until the next annual meeting of the stockholders and until his successor is elected and has qualified. SECTION 3. RESIGNATIONS AND VACANCIES. Any Director or officer may resign by giving written notice to the President, the Clerk or the Board of Directors, and such resignation shall take effect as specified in the notice or sooner at the pleasure of the Board of Directors. Vacancies in the Board of Directors or in any office may be filled by the Board of Directors and in the event of a vacancy in the Board of Directors, such vacancy may be filled by the remaining members of the Board then in office. The person chosen to fill any vacancy in the Board of Directors or in the office of Clerk shall hold office for the unexpired portion of the term for which his predecessor was chosen and the person chosen to fill any other office shall hold office during the pleasure of the Board of Directors. 4 ARTICLE V POWERS AND DUTIES OF BOARD OF DIRECTORS SECTION 1. REGULAR MEETINGS. The Board of Directors shall hold regular meetings at least once in each fiscal quarter, and at such other times as the Board shall from time to time determine, upon such day, at such time, and at such place as the Board shall from time to time determine. No notice of any regular meeting shall be necessary. SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by the Clerk, or other officer designated for the purpose by the Board, at the request of the President or two Directors, and at such time and place and for such purposes as shall be stated in such request consistently with these and applicable provisions of law. An organizational meeting of the Board of Directors may be held immediately after the annual meeting of stockholders. Notice of the time and place of any special meeting shall be given by the Clerk or other officer calling the meeting orally or in writing at least 24 hours before the time fixed for the meeting. Except as otherwise provided below in this Section 2, notice mailed to a Director at his usual place of business or residence at least 24 hours before the time fixed for the meeting shall be sufficient. Any notice received by a Director in time to enable him to attend the meeting concerning which notice is given shall be likewise sufficient as to that meeting. Any meeting shall be legal without notice if each Director waives such notice by a writing filed with the records of the meeting either before or after the holding thereof. Except as may be otherwise prescribed by law, any business whatsoever may be transacted at a meeting of the Board although it may not have been specified in the notice of the meeting. SECTION 3. QUORUM. A majority of the Directors at the time in office shall constitute a quorum for the transaction of business at any meeting. The vote of a majority of the Directors present at any meeting when a quorum is present shall be sufficient for action at such meeting. A majority of the Directors present at any meeting, although less than a quorum, may adjourn the meeting finally or from time to time. No notice of such adjournment other than announcement at the meeting or at an adjournment at which such adjournment is voted shall be necessary. SECTION 4. POWERS. The Board of Directors shall have the general management and direction of the property, business and affairs of the Company and all its trusts and undertakings and may exercise all powers of the Company except such as are expressly reserved to the stockholders by applicable provisions of law, the Articles of Organization, or these By-laws. 5 Without limiting the generality of the foregoing, the Board of Directors shall have full power to make or authorize all investments or reinvestments, to authorize the sale, mortgage, pledge, or transfer of any real estate or personal property belonging to the Company in any capacity, to prescribe the duties of the officers, employees and agents of the Company consistently with applicable provisions of law, the Articles of Organization, as amended, and these By-laws, to fix the compensation of all officers, employees, and agents, including their own fees for services as Directors or members of committees, and subject to approval by the Board of Directors, in such instances as the Board of Directors determines, to authorize any committee or any officer to fix the compensation of such officers, employees and agents, or classifications thereof, as the Board of Directors designates, to declare all dividends, to determine upon the form of certificate of stock, and upon transfers thereof, and upon a corporate seal, to fix the amount of the bond or bonds for officers, employees, and agents, including the amount and terms and conditions of blanket or schedule bonds, to issue from time to time any part of the previously authorized capital of the Company, subject to applicable regulatory approval, and generally to take or cause to be taken any action and do any and all things not repugnant to the Articles of Organization, these By-laws and applicable provisions of law, which the Board of Directors shall deem fit and proper to take, cause to be taken, or to use and carry into effect the powers of the Company. SECTION 5. CLASSIFICATION OF DIRECTORS. The provisions of Section 50A of Chapter 156B of the General Laws of the Commonwealth of Massachusetts ("Section 50A"), as it may be amended from time to time, shall not apply to the classification of directors of the Company within the meaning of Section 50A. ARTICLE VI POWERS AND DUTIES OF OFFICERS SECTION 1. GENERAL. All officers shall perform such duties and have such powers as shall be prescribed by law, by these By-laws, the Articles of Organization, or the Board of Directors, or consistently with the foregoing provision of this Section 1, as shall be designated by the President in the case of any of said officers other than the Chairman of the Board, the Clerk, and Secretary of the Board. Without limiting the generality of the foregoing and subject, or in addition, to specific provisions of other Articles, certain officers shall have specific duties and/or powers as stated in the following sections of this Article. SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one shall be elected by the Board of Directors, shall preside at all meetings of the Board of Directors at which he shall be present. SECTION 3. PRESIDENT. The President shall be the chief executive officer of the Company. He shall preside at all meetings of the stockholders and, unless there shall be a Chairman of the Board and such Chairman shall be present and preside, at all meetings of the Board of Directors. He shall be ex officio a member of all standing committees except any Auditing Committee and he shall have the general management and direction of the Company's business in all 6 departments and shall see that all orders and resolutions of the Board of Directors are carried into effect. SECTION 4. VICE PRESIDENT. The Board of Directors may, in its discretion, designate any one or more Vice Presidents as Executive Vice President and any one or more of the Vice Presidents as Senior Vice President, with such duties, powers and authorities, consistent with these By-laws, the Articles of Organization, and applicable provisions of law, as the Board of Directors shall from time to time determine. A Director or Executive Vice President chosen by the Board of Directors, shall have the duty of presiding at meetings of the stockholders when the President is absent and at meetings of the Board of Directors when neither the President nor the Chairman of the Board (if there shall be one) is present. The Director or Executive Vice President chosen by the Board of Directors shall perform the duties and have the powers and authorities of the President during his absence or disability, except any duties, powers, and authorities which by law only the President is permitted to perform or have. SECTION 5. TREASURER. The Treasurer shall have custody of the corporate seal. Subject to the general supervision of the Board of Directors and of the President, the Treasurer shall be charged with and be responsible for the keeping of adequate and accurate books of account in all departments of the Company's business and with the preparation of reports therefrom as may be required from time to time by the Board of Directors or by law. SECTION 6. ASSISTANT TREASURERS. The Assistant Treasurers in such order as the Board of Directors shall from time to time determine shall perform the duties and have the powers and authorities of the Treasurer during his absence or disability, except any duties, powers, and authorities which by law only the Treasurer is permitted to perform or have. SECTION 7. CLERK. The Clerk shall have custody of the books of record of the meetings of the stockholders. He shall give due notice of and attend all meetings of the stockholders and shall record the votes of the stockholders in books kept for the purpose. In the absence of the President and a Vice President at any meeting of stockholders, he shall call the meeting to order until a temporary Chairman is chosen. In the absence of the Clerk at any meeting of the stockholders, a temporary Clerk for such meeting shall be chosen who shall be sworn to the faithful performance of his duties. SECTION 8. SECRETARY OF THE BOARD. The Secretary of the Board shall attend all meetings of the Board and shall keep the records thereof under the supervision of the Board, except as the Board shall otherwise order. In the absence of the Secretary of the Board at any meeting of the Board, a temporary Secretary of the Board for such meeting shall be chosen who shall be sworn to the faithful performance of his duties. 7 ARTICLE VII EXECUTIVE COMMITTEE SECTION 1. COMPOSITION AND ELECTION. The Executive Committee shall consist of the President, ex officio, and not less than 4 nor more than 6 other members, who shall be elected by and from the Board of Directors and shall hold office during the pleasure of the Board. The Board of Directors shall elect members of the Executive Committee at or after the first meeting of the Board of Directors held after each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting. The Board of Directors may elect additional members of the Executive Committee within the foregoing limits or fill vacancies in the Executive Committee at any regular or special meeting of the Board of Directors. The President shall be, ex officio, Chairman of the Executive Committee. SECTION 2. POWERS. The Executive Committee shall supervise the business affairs of the Company and shall have authority, except as otherwise prescribed by the Board of Directors, when the Board of Directors is not in session, to transact such business for and on behalf of the Company as the Board of Directors might transact including the power to give such directions to the officers regarding the Company and its affairs as the Committee determines and the power to authorize any of the officers in the name and behalf of the Company to sign, affix the corporate seal to, and deliver contracts, deeds, releases, assignments or other instruments in writing. SECTION 3. MEETINGS. Meetings of the Executive Committee shall be held at such times and places as the Committee from time to time determines. Special meetings of the Committee may be called at any time by the President, or in his absence or disability, by any Vice President. No notice shall be necessary to the validity of such meetings. The Committee shall keep minutes of each of its meetings and the minutes of each meeting, not previously submitted to the Board of Directors, shall be submitted to the regular meeting of the Board of Directors next following such meeting except as otherwise ordered by the Board. SECTION 4. QUORUM. A majority of the Executive Committee at the time in office shall constitute a quorum for the transaction of business and when a quorum is present at any meeting the vote of a majority of those present shall be sufficient for action at such meetings. ARTICLE VIII CERTIFICATES OF STOCK AND TRANSFERS THEREOF SECTION 1. FORM - EXECUTION. Certificates of stock of the Company shall be in such form permitted by law as the Board of Directors may from time to time determine, and shall be signed by the President or a Vice President and by the 8 Treasurer or an Assistant Treasurer and sealed with the corporate seal. SECTION 2. TRANSFER. Shares of the stock of the Company shall be transferable only on the books of the Company by assignment in writing by the holder of record thereof, or his legal representative, in person or by duly authorized attorney, upon surrender of the certificate thereof The Company shall not be bound to take notice of or recognize any trust, express, implied or constructive, or any charge or equity affecting any shares of the capital stock or to ascertain or inquire whether any sale or transfer of any such shares by any holder of record thereof, his attorney legally constituted, or his legal representative, is authorized by such trust, charge or equity or to recognize any person as having any interest therein, except the holder of record thereof for the time being. SECTION 3. LOSS, DESTRUCTION, MUTILATION. In case of the loss, destruction or mutilation of a certificate of stock, a new certificate, to replace the certificate so lost, destroyed, or mutilated, may be issued by order of the Board of Directors upon reasonable evidence of such loss, destruction or mutilation and the filing by the holder of record, or his legal representative, of a bond of indemnity in such form, in such amount and with such surety or sureties as the Board of Directors may approve. SECTION 4. RECORD DATE. The Board of Directors may fix in advance a time not more than sixty (60) days before the date of any meeting of the stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof, or the right to receive such dividend or distribution, or the right to give such consent or dissent, and in such case, only stockholders of record on such record date shall have such right notwithstanding any transfer of stock on the books of the corporation after the record date. In lieu of fixing such date, the Board of Directors may for any of such purposes close the stock transfer books of the Company for all or any portion of said sixty (60) day period. SECTION 5. ISSUANCE OF CAPITAL STOCK. The Board of Directors shall have the authority to issue or reserve for issue from time to time the whole or any part of the capital stock of the Company which may be authorized from time to time, to such persons or organizations, for such consideration, whether cash, property, services or expenses, and on such terms as the Board of Directors may determine, including without limitation the granting of options, warrants, or conversion or other rights to subscribe to said capital stock. The Board of Directors may delegate some or all of its authority under this Section 5 to one or more committees of Directors. 9 ARTICLE IX EXECUTION OF INSTRUMENTS Checks, conveyances, deeds, assignments, discharges of mortgages and other instruments, whether connected with the exercise by the Company of its powers in any fiduciary capacity, or otherwise, shall be executed in the name and behalf of the Company by such officer or officers or other individual or individuals and in such manner as shall be prescribed or authorized from time to time by the Board of Directors or the Executive Committee. Any such instrument so executed by prescription or authority of the Executive Committee shall have the same validity as if expressly authorized by vote of the Board of Directors. ARTICLE X CONTRIBUTIONS The Board of Directors shall have power and authority to make contributions, in such amounts as the Board of Directors may determine to be reasonable, to corporations, trusts, funds or foundations, organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earnings of which enures to the benefit of any private shareholder or individual; provided that such contributions in any fiscal year shall not in the aggregate exceed one-half of one percent of the capital and surplus of the Company as of the end of the preceding fiscal year, unless contributions in excess of one-half of one percent of such capital and surplus shall be authorized by the stockholders at a regular or special meeting. Nothing in this Article shall be construed as directly or indirectly restricting or otherwise affecting, except as herein provided, the rights and powers of the Company with reference to payments of the nature above specified. ARTICLE XI CORPORATE SEAL The corporate seal shall be in such form as the Board of Directors shall from time to time determine. Unless and until otherwise determined by the Board of Directors, the corporate seal shall be circular and shall have thereon the name of the Company and the year and state of its incorporation. 10 ARTICLE XII INDEMNIFICATION OF DIRECTORS AND OFFICERS Each person who is a Director or officer of the Company shall be entitled, without prejudice to any other rights he may have, to be reimbursed by the Company for, and indemnified by the Company against, all costs and expenses reasonably incurred by him in connection with or arising out of any claim made, or any action, suit or proceeding of whatever nature threatened or brought against him or in which he may be involved as a party or otherwise by reason of his having served as a Director or officer of the Company or by reason of any action alleged to have been taken or omitted by him as such Director or officer, whether or not he continues to be such Director or officer at the time of incurring such costs and expenses, including amounts paid or incurred by him in connection with reasonable settlements (other than amounts paid to the Company itself) of any such claim, action, suit or proceeding. No such reimbursement or indemnity shall be paid or made for any cost or expense incurred or settlement made by such Director or officer in connection with any matter as to which he shall be finally adjudged in any such action, suit, or proceeding to have been derelict in the performance of his duty as such Director or officer, nor shall anything herein contained be construed so as to permit or to authorize the Company to indemnify any such Director or officer against any costs or expenses arising out of or resulting from his own negligence or willful misconduct. No Director or officer of the Company shall be liable to anyone for making any determination as to the existence or absence of liability of the Company hereunder or for making or refusing to make any payment hereunder or for taking or omitting to take any other action hereunder, in reliance upon the advice of counsel. Each person elected or appointed a Director or officer of the Company shall, upon and by reason of such election or appointment, have the right to be reimbursed and indemnified by the Company, as above set forth, with the same force and effect as if the Company, to induce him to accept such election or appointment, specifically agreed in writing to reimburse and indemnify him in accordance with the foregoing provisions of this Article XII. Nothing herein contained shall be construed as a limitation of any right to indemnification to which any person would otherwise be entitled or as a limitation on the powers of this Company or its Directors. 11 ARTICLE XIII FAIR PRICE PROVISION The stockholder vote required to approve Business Combinations (hereinafter defined) shall be as set forth in this Article XIII. SECTION 1. HIGHER VOTE FOR BUSINESS COMBINATIONS. In addition to any affirmative vote required by applicable provisions of law, the Articles of Organization or these By-laws, and except as otherwise expressly provided in Section 3 of this Article XIII: (a) Any merger or consolidation of the Company or any Subsidiary with (i) any Interested Stockholder or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate or Associate of an Interested Stockholder; or (b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder of any assets of the Company or any Subsidiary thereof having an aggregate Fair Market Value of $5,000,000 or more; or (c) The issuance, exchange or transfer by the Company or any Subsidiary (in one transaction or a series of transactions) of any securities of the Company or any Subsidiary to any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder in exchange for cash, securities or other consideration (or a combination thereof) having an aggregate Fair Market Value of $5,000,000 or more; or (d) The adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of an Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or (e) Any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Company or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or 12 (f) Any agreement, contract or other arrangement with an Interested Stockholder (or in which the Interested Stockholder has an interest other than proportionately as a stockholder) providing for any one or more of the actions specified in subsections (a) to (e) of this Section 1, shall require the affirmative vote of the holders of at least eighty percent (80%) of the votes which all stockholders would be entitled to cast at any annual election of Directors or class of Directors (the "Voting Stock"). Such affirmative vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified by applicable provisions of law or in any agreement with any national securities exchange or otherwise. SECTION 2. DEFINITION OF "BUSINESS COMBINATION." The term "Business Combination" as used in this Article XIII shall mean any transaction which is referred to in any one or more of subsections (a) through (f) of Section 1. SECTION 3. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section I of this Article XIII shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by applicable provisions of law, the Agreement of Association, as amended, or these Bylaws, if the condition specified in either of the following subsections (a) or (b) are met: (a) Approval by Disinterested Directors. The Business Combination shall have been approved by two-thirds of the Disinterested Directors. (b) Price and Procedure Requirements. All of the following seven conditions shall have been met: (c) The transaction constituting the Business Combination shall provide that the holders of Common Stock receive, in exchange for their stock, per share consideration (consisting of the cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash) at least equal to the highest of the following: A. If applicable, the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of the Interested Stockholder for any share of Common Stock in connection with the acquisition by the Interested Stockholder of shares of Common Stock which were acquired (1) within the two-year period immediately prior to the initial day in which public trading of the Common Stock occurs following the first public announcement of the proposed 13 Interested Stockholder (the "Announcement Date") or (2) in the transaction in which it became an Interested Stockholder, whichever is higher; B. The Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (the "Determination Date," whichever is higher; and C. If applicable, the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to subsection 3(b)(i)(B) immediately preceding, multiplied by the ratio of (1) the per share price determined pursuant to subsection 3(b)(i)(A) above to (2) the Fair Market Value per share of Common Stock on the first date in the two-year period immediately prior to the Announcement Date on which the Interested Stockholder beneficially owned any shares of Common Stock. All per share prices shall be adjusted to reflect fairly any intervening stock split, stock dividend, reverse stock split, recapitalization, reorganization or similar event affecting the number of shares of Common Stock outstanding and the market price per share of outstanding shares of Common Stock. (i) If the transaction constituting the Business Combination shall also provide that the holders of any class of outstanding Voting Stock, other than Common Stock, if any, are to receive consideration in exchange for their stock, the per share consideration (consisting of the cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash) shall be at least equal to the highest of the following (it being intended that the requirements of this subsection 3(b)(ii) shall be required to be met with respect to every class of outstanding Voting Stock, whether or not the Interested Stockholder beneficially owns any shares of a particular class of Voting Stock): A. If applicable, the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of the Interested Stockholder for any share of such class of Voting Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of such share which was acquired (1) within the two-year period 14 immediately prior to the Announcement Date or (2) in the transaction in which it became an Interested Stockholder, whichever is higher; B. If applicable, the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, regardless of whether the Business Combination to be consummated constitutes such an event; C. The Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher; and D. If applicable, the price per share equal to the Fair Market Value per share of such class of Voting Stock determined pursuant to subsection 3(b)(ii)(c) immediately preceding, multiplied by the ratio of (1) the per share price determined pursuant to subsection 3(b)(ii)(A) above to (2) the Fair Market Value per share of such class of Voting Stock on the first day in the two- year period immediately prior to the Announcement Date on which the Interested Stockholder beneficially owned any shares of such class of Voting Stock. All per share prices shall be adjusted to reflect fairly any intervening stock split, stock dividend, reverse stock split, recapitalization, reorganization or similar event affecting the number of shares of such Voting Stock outstanding and the market price per share of outstanding shares of such Voting Stock. (ii) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as was previously paid by or on behalf of the Interested Stockholder in connection with its direct or indirect acquisition of beneficial ownership of shares of such class of Voting Stock. If the Interested Stockholder beneficially owns shares of any class of Voting Stock which were acquired with varying forms of consideration, the form of consideration to be received by holders of such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of voting Stock beneficially owned by it. (iii) After such Interested Stockholder has become an Interested 15 Stockholder and prior to the consummation of such Business Combination: (A) except as approved by two-thirds of the Disinterested Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding preferred stock; (B) there shall have been (1) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock) except as approved by two-thirds of the Disinterested Directors, and (2) an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by two-thirds of the Disinterested Directors; and (c) such Interested Stockholder shall not have become the beneficial owner of any shares of Voting Stock except as part of the transaction in which it became an Interested Stockholder and except in a transaction which after giving effect thereto, would not result in any increase in the Interested Stockholder's percentage beneficial ownership of any class of Voting Securities. (iv) After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Company, whether in anticipation of or in connection with such Business Combination or otherwise. (v) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed by the Interested Stockholder to all stockholders of the Company at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). (vi) Such Interested Stockholder shall not have made any major change in the Company's business or equity capital structure without the approval of two- thirds of the Disinterested Directors. 16 SECTION 4. CERTAIN DEFINITIONS. For the purposes of this Article XIII: (a) The term "person" shall mean any individual, firm, corporation or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Voting Stock of the Company. (b) The term "Interested Stockholder" shall mean any person (other than the Company or any Subsidiary and other than any profitsharing, employee stock ownership or other employee benefit plan of the Company or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who or which: (i) Is at such time the beneficial owner, directly or indirectly, of shares of the Company having more than ten percent (10%) of the voting power of the then outstanding Voting Stock (unless all such shares were received by such beneficial owner in exchange for shares of common stock of Cape Cod Bank & Trust Company acquired by such beneficial owner on or before April 1, 1987 (the "Predecessor Shares")); or (ii) At any time within the two-year period immediately prior to such time was the beneficial owner, directly or indirectly, of shares of the Company having more than ten percent (10%) of the voting power of the then outstanding Voting Stock (unless all such shares are Predecessor Shares), or (iii) Is at any time an assignee of or has otherwise succeeded to the beneficial ownership of any shares of Voting Stock which were at any time within the two-year period immediately prior to such time beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. 17 (c) A person shall be a "beneficial owner" of any shares of Voting Stock: (i) Which are beneficially owned, directly or indirectly, by such person or any of its Affiliates or Associates; (ii) Which such person or any of its Affiliates or Associates has (a) the right to acquire (whether or not such right is exercisable immediately) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise or (b) the right to vote pursuant to any agreement, arrangement or understanding; or (iii) Which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock. (d) For the purposes of determining whether a person is an Interested Stockholder pursuant to subsection 4(b), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned by an Interested Stockholder through application of subsection 4(c) but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. (e) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 1999 (the term registrant in said Rule 12b-2 meaning, in this case, the Company). (f) "Beneficially owned" shall have the meaning ascribed to such term in Rule 13d3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 1999. (g) "Disinterested Director" means any member of the Board of Directors of the Company who is not an Interested Stockholder, who is unaffiliated with, and not a representative of, the Interested Stockholder and was a member of the Board of Directors the date of incorporation of the Company, or prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Disinterested Director who is not an Interested Stockholder, who is unaffiliated with, and not a representative of, the Interested Stockholder and is 18 recommended or elected to succeed a Disinterested Director by a majority of the Disinterested Directors then on the Board of Directors. (h) "Fair Market Value" means: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed or, if such stock is not listed on any such exchange, the highest closing sale price or the highest closing bid quotation, respectively, with respect to a share of such stock during the 30-day period preceding the date in question on the National Market System or on the National Association of Securities Dealers, Inc. Automated Quotations System, as the case may be, or any system then in use or, if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith. (i) In the event of any Business Combination in which the Company survives, the phrase "consideration other than cash to be received" as used in subsection 3(b) of this Article XIII shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares. "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Company. SECTION 5. The Disinterested Directors shall have the power and duty to determine for purposes of this Article XIII, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article XIII, including, without limitation, (a) whether a person is an interested Stockholder, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the requirements of subsection 3(b) have been met with respect to any Business Combination and (e) whether the assets which are the subject of any Business Combination have, or whether the consideration to be received from the issuance or transfer of securities by the Company or any Subsidiary in any Business Combination has an aggregate Fair Market Value of $5,000,000 or more. Any such determination made in good faith shall be binding and conclusive. SECTION 6. Nothing contained in this Article XIII shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. 19 SECTION 7. Consideration for shares to be paid to any stockholder pursuant to this Article XIII shall be the minimum consideration payable to the stockholder and shall not limit a stockholder's right under any provision of law or otherwise to receive greater consideration for any shares of the Company. SECTION 8. The fact that any Business Combination complies with the provisions of Section 3 of this Article XIII shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Company, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors or any member thereof with respect to evaluations of or actions and responses taken with respect to such Business Combination. SECTION 9. AMENDMENTS TO ARTICLE. Notwithstanding any other applicable provisions of law, the Articles of Organization, or these By-laws, and notwithstanding that a lesser percentage may be specified by law, the affirmative vote of the holders of at least eighty percent (80%) of the votes which all the stockholders would be entitled to cast at any annual election of Directors or class of Directors shall be required to amend or repeal, or to adopt any provision inconsistent with this Article XIII. ARTICLE XIV AMENDMENTS - REPEAL Except as otherwise provided herein, these By-laws may be altered, amended, added to or repealed in whole or in part at any annual or special meeting of the stockholders by vote of the holders of a majority of the capital stock of the Company outstanding and entitled to vote, provided that notice of such proposed alteration, amendment, addition or repeal is given in the notice of the meeting at which such alteration, amendment, addition or repeal is to be acted upon. ARTICLE XV CONTROL SHARE ACQUISITION The provisions of Chapter 110D of the General Laws of the Commonwealth of Massachusetts ("Chapter 110D"), as it may be amended from time to time, shall not apply to "control share acquisitions" of the Corporation within the meaning of Chapter 110D. 20 EX-3.3 5 ARTICLES OF ORGANIZATION OF THE BANK Exhibit 3.3 contains the Articles of Consolidation of the Bank and Hyannis Trust Company, dated April 23, 1964 and the latest Articles of Amendment, dated April 24, 1987. Other documents which make up the Articles of Organization of the Bank include the following: (i) Articles of Amendment, dated April 17, 1986, increasing the number of authorized shares of Common Stock to 3,000,000 shares; (ii) Articles of Amendment, dated May 21, 1984, decreasing the par value of the Common Stock from $5 per share to $2.50 par value per share and increasing the authorized shares of Common Stock to 1,500,000 shares; (iii) Articles of Amendment, dated, March 22, 1982, increasing the number of authorized shares of Common Stock to 330,000 and decreasing the par value from $10 to $5 per share; (iv) Articles of Amendment, dated May 2, 1979, increasing the number of authorized shares of Common Stock to 270,000; (v) Articles of Merger, dated April 24, 1978, merging the Bank with The Buzzards Bay National Bank; (vi) Articles of Amendment, dated December 2, 1949, increasing the authorized shares of Common Stock to 1250; and (vii) Articles of Organization, dated July 26, 1920. These documents may be obtained by contacting John Burnett, Secretary, Cape Cod Bank and Trust Company, 307 Main Street, Hyannis, MA, 02601, telephone (508) 394-1300. The Commonwealth of Massachusetts Kevin H. White Secretary of the Commonwealth STATE HOUSE BOSTON, MASS. AMENDMENT--ARTICLES OF CONSOLIDATION OF Hyannis Trust Company AND Cape Cod Trust Company INTO Hyannis Trust Company (the name of which is to be changed to Cape Cod Bank and Trust Company in the consolidation) PURSUANT TO SECTION FORTY-SIX B OF CHAPTER ONE HUNDRED AND FIFTY-SIX OF THE GENERAL LAWS and Section Thirty-eight of Chapter One Hundred and Seventy-Two of the General Laws [NOTE-- These articles must be submitted to the State Secretary within thirty days of the date of the last of the stockholders' meetings at which they were approved. Within twenty days of the filing of the articles with the State Secretary, the consolidated corporation must file a certified copy thereof, or in lieu of such certified copy, a certificate issued pursuant to section forty-six F issued by the Secretary, in the registry of deeds in every district in which real property of any constituent corporation is situated.] We, the undersigned, President, Treasurer, and a majority of the Board of Directors of each of the following corporations organized under the laws of The Commonwealth of Massachusetts, to wit: Hyannis Trust Company, located at Hyannis in the Town and County of Barnstable, and Cape Cod Trust Company, located at Harwich Port in the county of Barnstable, hereby certify that each of such corporations, at a meeting in each case duly called for the purpose, by affirmative vote of at least two thirds* of each class of its stock outstanding and entitled to vote, approved these Articles of Consolidation upon the filing of which with the written approval of the Commissioner of Banks of said Commonwealth, as provided by law the consolidation of such corporations into one surviving constituent corporation upon the terms and conditions hereinafter set forth becomes effective. *If the agreement of association or act of incorporation requires a larger vote, insert a statement of compliance with such requirement. 2 The name by which the consolidated corporation shall be known is Cape Cod Bank and Trust Company. The location of the principal office of the consolidated corporation in Massachusetts is to be in Hyannis in the town of Barnstable, and outside Massachusetts , the city or town of None, State of . -------------- [The business address of the consolidated corporation is to be 307 Main Street, Hyannis, Massachusetts If such business address is not yet determined, give the name and business address of the treasurer or other officer to receive mail.] - - -------------------------------------------------------------- Name and title of officer to receive mail and his complete business address. The total number of shares which each corporation included in the consolidation has been authorized to issue, the par value, if any, the terms thereof, and the amount of stock issued, set forth in the manner required by General Laws, Chapter 156, Section 44, are as follows: Hyannis Trust Company
- - ----------------------------------------------------------------------------------------------------------------- Installment Stock Full Paid Stock -------------------------------------------------------------- Number of Shares Issued for ----------------------------------- Total Par Total Number Number Amount Value if Number of of of Paid Class of no par, so Shares Shares Shares Thereon In Services or Stock state Authorized Issued Issued Cash Cash Property Expenses - - ----------------------------------------------------------------------------------------------------------------- Preferred none none none none none none none - - ----------------------------------------------------------------------------------------------------------------- - - ----------------------------------------------------------------------------------------------------------------- Common $100 3000 3000 none none 3000 none none - - ----------------------------------------------------------------------------------------------------------------- - - -----------------------------------------------------------------------------------------------------------------
Terms of issue description of property, and statement of nature of services or expenses: (Attach rider if more space is needed.) See - Articles of Organization filed in Office of the Secretary of The Commonwealth May 24, 1916, and three Articles of Amendment - Increase of Capital - filed in said Office in January 18, 1923, January 17, 1929, and January 31, 1957, respectively. 3 Cape Cod Trust Company
- - ----------------------------------------------------------------------------------------------------------------- Installment Stock Full Paid Stock -------------------------------------------------------------- Number of Shares Issued for ----------------------------------- Total Par Total Number Number Amount Value if Number of of of Paid Class of no par, so Shares Shares Shares Thereon In Services or Stock state Authorized Issued Issued Cash Cash Property Expenses - - ----------------------------------------------------------------------------------------------------------------- Preferred none none none none none none none - - ----------------------------------------------------------------------------------------------------------------- - - ----------------------------------------------------------------------------------------------------------------- Common $100 1250 1250 none none 1250 none none - - ----------------------------------------------------------------------------------------------------------------- - - -----------------------------------------------------------------------------------------------------------------
Terms of issued description of property, and statement of nature of services or expenses: (Attach rider if more space is needed.) See - Articles of Organization filed in Office of the Secretary of The Commonwealth July 26, 1920, and Articles of Amendment - Increase of Capital- filed in said Office in December 2, 1949. 4 The Commonwealth of Massachusetts OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE MICHAEL JOSEPH CONNOLLY, Secretary ONE ASHBURTON PLACE, BOSTON, MASS. 02108 FEDERAL IDENTIFICATION NO. 04-1465780 ARTICLES OF AMENDMENT General laws, Chapter 156B, Section 72 and Chapter 172, Section 24 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts. ____________ We, James H. Rice, President and John S. Burnett, Secretary Cape Cod Bank & Trust Company located at 307 Main Street, Hyannis, Barnstable County, Massachusetts 02601 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on April 16, 1987, by vote of 2,020,814 shares of Common Capital out of 2,408,343 shares outstanding, being at least a majority of each class outstanding and entitled to vote thereon: 5 TO CHANGE the number of shares and the par value, if any, of each class of stock within the corporation fill in the following: The total presently authorized is:
- - ------------------------------------------------------------------ NO PAR VALUE NUMBER WITH PAR VALUE KIND OF STOCK OF SHARES NUMBER OF SHARES PAR VALUE - - ------------------------------------------------------------------ COMMON 3,000,000 2.50 - - ------------------------------------------------------------------ - - ------------------------------------------------------------------ - - ------------------------------------------------------------------ PREFERRED - - ------------------------------------------------------------------ - - ------------------------------------------------------------------ - - ------------------------------------------------------------------
CHANGE the total to:
- - ------------------------------------------------------------------ NO PAR VALUE NUMBER WITH PAR VALUE KIND OF STOCK OF SHARES NUMBER OF SHARES PAR VALUE - - ------------------------------------------------------------------ COMMON 6,000,000 2.50 - - ------------------------------------------------------------------ - - ------------------------------------------------------------------ - - ------------------------------------------------------------------ PREFERRED - - ------------------------------------------------------------------ - - ------------------------------------------------------------------ - - ------------------------------------------------------------------
The number of common capital stock was increased from THREE MILLION (3,000,000) shares to SIX MILLION (6,000,000.00) shares. Par Value of all common capital stock remained TWO DOLLARS FIFTY CENTS ($2.50) per share. 6 The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto singed our names this 24th day of April, in the year 1987 /s/ James H. Rice President - - ----------------------------------------------------- /s/ John S. Burnett Secretary - - ----------------------------------------------------- 7 I hereby approve the within Articles of Amendment. /s/ Andrew J. Calamare --------------------------------- Andrew J. Calamare Commissioner of Banks The Commonwealth of Massachusetts THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) and Chapter 172 Section 24 I hereby approve the within articles of amendment and, the filing fee in the amount of $3750.00 having been paid, said articles are deemed to have been filed with me this 7th day of May, 1987. /s/ Michael Joseph Connolly MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILED IN BY CORPORATION PHOTO COPY OF AMENDMENT TO BE SENT TO: James B. Richardson, Esquire 101 Tremont Street, Suite 306 Boston, MA 02108 Telephone: (617) 542-9092 8 EX-3.4 6 BY-LAWS OF THE BANK EXHIBIT 3.4 CAPE COD BANK & TRUST COMPANY'S BY-LAWS ARTICLE I PRINCIPAL OFFICE The Company shall have its principal office in the County of Barnstable, Massachusetts, and may have branch offices at such place or places as are permitted by law and authorized by the Board of Directors. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the fourth[JSB1] Thursday of April of each year at such time and place in the County of Barnstable, Massachusetts, as shall be determined by the Board of Directors and specified in the notice of the meeting, for the election of a Secretary and a Board of Directors and the transaction of such other business as may properly come before the meeting. If, for any cause, the annual meeting shall not be called and held as hereinabove prescribed, a special meeting shall be called in the manner hereinbelow provided in lieu of the annual meeting and for the purposes thereof and for such additional purposes as shall be specified in the notice of said special meeting. SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders shall be called by the Secretary as directed by vote of the Board of Directors or at the written request of the President, five Directors, or one or more stockholders of record holding at least thirty percent of the capital stock issued and outstanding and entitled to vote, and at such time and place in the County of Barnstable, Massachusetts, and for such purposes as shall be stated in such vote or request consistent with these By-Laws, the Agreement of Association, as amended, and applicable provisions of law. SECTION 3. NOTICE. The Secretary shall give notice of every meeting of the stockholders by mailing, postage prepaid, a written notice thereof at least seven days before the time fixed for the meeting to each stockholder of record entitled to vote thereat addressed to him at his address as appearing upon the books of the Company. The notice of each meeting shall set forth the time, place, and purposes thereof. In the event of the absence, incapacity or refusal of the Secretary to call or give notice of any annual meeting or any special meeting, such meeting may be called by the President or by any other person designated for the purpose by the Board of Directors, in the manner hereinabove prescribed. SECTION 4. METHOD OF VOTING. Each holder of record of stock outstanding and entitled to vote at a meeting, if present in person or represented by valid proxy thereat, shall have one vote at such meeting for each share of stock outstanding and entitled to vote thereat held of record by such holder. A proxy may be appointed by an instrument in writing signed by the stockholder or his duly authorized attorney or legal representative but no proxy instrument which is dated more than six months before the meeting named therein shall be accepted and no such proxy instrument shall be valid after the final adjournment of such meeting. All proxy instruments shall be filed with and verified by the Secretary of the meeting before being voted. Election of Directors and Secretary shall be by ballot, and upon request of any stockholder at any meeting, the vote upon any question properly brought before the meeting shall be by ballot. SECTION 5. QUORUM. At any stockholders' meeting a majority in interest of the shares of stock of the Company outstanding and entitled to vote, represented at the meeting by stockholders of record in person or by proxy, shall constitute a quorum for the transaction of business at any meeting. When a quorum is present at any meeting, a majority of the stock represented thereat and entitled to vote shall decide any question brought up at such meeting, except where a larger vote is required by express provision of law or by these By-Laws or the Agreement of Association as amended. SECTION 6. ADJOURNMENTS. By vote of the holders of record of a majority of the stock outstanding and entitled to vote at a meeting and present in person or by proxy thereat, whether or not a quorum is present, such meeting may be adjourned finally or to reconvene to the same place or at such other place in Barnstable County and at such other time as shall be specified in such vote. No notice of any such adjournment shall be required other than announcement of such adjournment at the meeting or at any adjournment thereof at which such adjournment is voted, whether the adjournment is by vote of a quorum or of less than a quorum. At any such reconvened meeting, whether the adjournment has been by vote of a quorum or of less than a quorum, at which a quorum shall be present in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally called. SECTION 7. ADDRESSES OF STOCKHOLDERS. Every stockholder, if and when requested by the Secretary, shall file with the Secretary an address at or to which all notices may be served upon or mailed to such stockholder and, if no such address is furnished, notices may be addressed to such stockholder at any other address of the stockholder appearing upon the books of the Company as determined by the Secretary. 2 ARTICLE III DIRECTORS, OFFICERS AND COMMITTEES SECTION 1. DIRECTORS. The Board of Directors of the Company shall consist of not less than seven nor more than sixteen Directors as fixed by the stockholders pursuant to these By-Laws. At least three-fourths of the Directors shall be citizens of the Commonwealth and resident therein. SECTION LA. HONORARY DIRECTORS. The Board of Directors, at its organization meeting held after each annual meeting of the stockholders, may elect such persons as it wishes to the position of Honorary Director for a term of one year. Honorary Directors may attend all regular meetings of the Board of Directors. They may attend regular committee meetings from time to time if requested to do so by the Chairman of the Board or the President. They shall not be entitled to vote, nor shall they bear the responsibilities or liabilities of a Director. [JSB2] SECTION 2. OFFICERS. The officers of the Company shall be a President, a Treasurer, one or more Vice Presidents, one or more Trust Officers, one or more Assistant Treasurers, a Secretary, and a Secretary of the Board of Directors and if the Board of Directors so determines, a Chairman of the Board of Directors, and such other officers as shall be elected by the Board of Directors. The Secretary shall be a resident of the Commonwealth. One person may be elected to and serve in more than one office except that the President may not be either the Treasurer or the Secretary. SECTION 3. COMMITTEES. There shall be an Executive Committee, a Trust Committee, each as hereinafter provided for, and such additional committees as the Board of Directors shall from time to time appoint. SECTION 4. OATH OF OFFICE. The Directors and officers shall be sworn to the faithful performance of their duties as prescribed by law and the Directors shall take such additional oath as shall be required by law. 3 ARTICLE IV ELECTIONS SECTION 1. DIRECTORS. Except as hereinbelow provided, approximately one- third of the Directors shall be chosen by ballot at each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for purposes of the annual meeting. They shall serve for a term of three years and until their successors are elected and have qualified, providing, however, that a term of one or two years shall be substituted when necessary to insure that no person serve as a Director after the annual meeting following such person's 72/nd/ birthday. At the same annual meeting following adoption of these By-Laws as amended, approximately one-third of those standing for re-election shall be elected for a term of three years, one-third for two years and the remainder, plus any additional persons proposed for election, for one year. The number of Directors shall be fixed within the limits above specified at each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting. However, within the above limits additional Directors may be elected between annual meetings of the stockholders at any special meeting of the stockholders called for the purpose of increasing the number of Directors and of electing additional Directors accordingly and any Directors so elected shall serve until the date herein fixed for the next annual meeting of the stockholders and until their successors are elected and have qualified. If proposed for re-election, they shall be elected for a term of one, two, or three years which will maintain a Board of Directors whose terms will expire one-third each year as nearly as possible. At the annual meeting, or a special meeting in lieu of the annual meeting, or a special meeting called for the purpose, the stockholders may change and fix the number of Directors within the limits above specified and may leave open a maximum of two directorships for election by the Board of Directors, and in such event the Board of Directors, in its discretion from time to time, by vote of a majority of the Directors at the time in office may elect not more than two additional Directors to serve until the next annual meeting. SECTION 2. OFFICERS. The President, who shall be a member of the Board of Directors, the Treasurer, the Secretary of the Board of Directors, and at least one Vice President, one Trust Officer, and one Assistant Treasurer shall be elected by the Board of Directors at its organization meeting held after each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting. The Board of Directors shall also have power to elect such additional Vice Presidents, Trust Officers, Assistant Treasurers and other officers and agents (other than the Secretary except in the event of a vacancy) and a Chairman of the Board as the Board of Directors shall from time to time determine and to confer upon any such other officers and agents such titles as the Board of Directors sees fit. All officers and agents elected and appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors. 4 The Secretary shall be elected by ballot at each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting. He shall serve until the next annual meeting of the stockholders and until his successor is elected and has qualified. SECTION 3. RESIGNATIONS AND VACANCIES. Any Director or officer may resign by giving written notice to the President or the Secretary or the Board of Directors, and such resignation shall take effect as specified in the notice or sooner at the pleasure of the Board of Directors. Vacancies in the Board of Directors or in any office may be filled by the Board of Directors and in the event of a vacancy in the Board of Directors, such vacancy may be filled by the remaining members of the Board then in office. The person chosen to fill any vacancy in the Board of Directors or in the office of Secretary shall hold office for the unexpired portion of the term for which his predecessor was chosen and the person chosen to fill any other office shall hold office during the pleasure of the Board of Directors. ARTICLE V POWERS AND DUTIES OF BOARD OF DIRECTORS SECTION 1. REGULAR MEETINGS. The Board of Directors shall hold regular meetings at least once in each calendar month, and at such other times as the Board shall from time to time determine, upon such day, at such time, and at such place as the Board shall from time to time determine. No notice of any regular meeting shall be necessary. SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by the Secretary, or other officer designated for the purpose by the Board, at the request of the President or two Directors, and at such time and place and for such purposes as shall be stated in such request consistently with these By-Laws, the Agreement of Association, as amended, and applicable provisions of law. An organization meeting of the Board of Directors may be held immediately after the Annual Stockholders' Meeting. Notice of the time and place of any special meeting shall be given by the Secretary or other officer calling the meeting orally or in writing at least 24 hours before the time fixed for the meeting. Except as otherwise provided below in this Section 2, notice mailed to a Director at his usual place of business or residence at least 24 hours before the time fixed for the meeting shall be sufficient. Any notice received by a Director in time to enable him to attend the meeting concerning which notice is given shall be likewise sufficient as to that meeting. Any meeting shall be legal without notice if each Director waives such notice by a writing filed with the records of the meeting either before or after the holding thereof. Except as may be otherwise prescribed by law, any business whatever may be transacted at a meeting of the Board although it may not have been specified in the notice of the meeting. 5 SECTION 3. QUORUM. Seven of the Directors at the time in office shall constitute a quorum for the transaction of business at any meeting, provided, however, that at any time when the number of Directors in office is less than fourteen, five of such Directors shall constitute a quorum for the transaction of business at any meeting. The vote of a majority of the Directors present at any meeting when a quorum is present shall be sufficient for action at such meeting. A majority of the Directors present at any meeting, although less than a quorum, may adjourn the meeting finally or from time to time. No notice of such adjournment other than announcement at the meeting or at an adjournment at which such adjournment is voted shall be necessary. SECTION 4. POWERS. The Board of Directors shall have the general management and direction of the property, business and affairs of the Company and all its trusts and undertakings and may exercise all powers of the Company except such as are expressly reserved to the stockholders by applicable provisions of law, the Agreement of Association, as amended, or these By-Laws. Without limiting the generality of the foregoing, the Board of Directors shall have full power to make or authorize all investments or reinvestments, to authorize the sale, mortgage, pledge, or transfer of any real estate or personal property belonging to the Company in any capacity, to prescribe the duties of the officers, employees and agents of the Company consistently with applicable provisions of law, the Agreement of Association, as amended, and these By-Laws, to fix the compensation of all officers, employees, and agents, including their own fees for services as Directors or members of committees, and subject to approval by the Board of Directors, in such instances as the Board of Directors determines, to authorize any committee or any officer to fix the compensation of such officers, employees and agents, or classifications thereof, as the Board of Directors designates, to declare all dividends, to determine upon the form of certificate of stock, and upon transfers thereof, and upon a corporate seal, to fix the amount of the bond or bonds for officers, employees, and agents, including the amount and terms and conditions of blanket or schedule bonds, to issue from time to time any part of the previously authorized capital of the Company, subject to applicable regulatory approval, and generally to take or cause to be taken any action and do any and all things not repugnant to the Agreement of Association, as amended, these By-Laws and applicable provisions of law, which the Board of Directors shall deem fit and proper to take, cause to be taken, or to use and carry into effect the powers of the Company. ARTICLE VI POWERS AND DUTIES OF OFFICERS SECTION 1. GENERAL. All officers shall perform such duties and have such powers as shall be prescribed by law, by these By-Laws, the Agreement of Association, as amended, or the Board of Directors, or consistently with the foregoing provision of this Section 1, as shall be designated by the President in the case of any of said officers other than the Chairman of the Board, the Secretary, and Secretary of the Board. Without limiting the generality of the 6 foregoing and subject, or in addition, to specific provisions of other Articles, certain officers shall have specific duties and/or powers as stated in the following sections of this article. SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one shall be elected by the Board of Directors, shall preside at all meetings of the Board of Directors at which he shall be present. SECTION 3. PRESIDENT. The President shall be the chief executive officer of the Company. He shall preside at all meetings of the stockholders and, unless there shall be a Chairman of the Board and such Chairman shall be present and preside, at all meetings of the Board of Directors. He shall be ex officio a member of all standing committees except any Auditing Committee and he shall have the general management and direction of the Company's business in all departments and shall see that all orders and resolutions of the Board of Directors are carried into effect. SECTION 4. VICE PRESIDENT. The Board of Directors may, in its discretion, designate any one or more Vice Presidents as Executive Vice President and any one or more of the Vice Presidents as Senior Vice President, with such duties, powers and authorities, consistent with these By-Laws, the Articles of Organization, as amended and applicable provisions of law, as the Board of Directors shall from time to time determine. A Director or Executive Vice President chosen by the Board of Directors, shall have the duty of presiding at meetings of the stockholders when the President is absent and at meetings of the Board of Directors when neither the President nor the Chairman of the Board (if there shall be one) is present. The Director or Executive Vice President chosen by the Board of Directors shall perform the duties and have the powers and authorities of the President during his absence or disability, except any duties, powers, and authorities which by law only the President is permitted to perform or have. SECTION 5. TREASURER. The Treasurer shall have custody of the corporate seal. Subject to the general supervision of the Board of Directors and of the President, the Treasurer shall be charged with and be responsible for the keeping of adequate and accurate books of account in all departments of the Company's business and with the preparation of reports therefrom as may be required from time to time by the Board of Directors or by law. SECTION 6. ASSISTANT TREASURERS. The Assistant Treasurers in such order as the Board of Directors shall from time to time determine shall perform the duties and have the powers and authorities of the Treasurer during his absence or disability, except any duties, powers, and authorities which by law only the Treasurer is permitted to perform or have. SECTION 7. TRUST OFFICERS. The Trust Officers in such order or respects as the Board of Directors shall from time to time determine shall have charge of and be responsible for the management of the Trust Department under the supervision of the Trust Committee and the general supervision of the Board of Directors and the President. 7 SECTION 8. SECRETARY. The Secretary shall have custody of the books of record of the meetings of the stockholders. He shall give due notice of and attend all meetings of the stockholders and shall record the votes of the stockholders in books kept for the purpose. In the absence of the President and a Vice President at any meeting of stockholders, he shall call the meeting to order until a temporary Chairman is chosen. In the absence of the Secretary at any meeting of the stockholders, a temporary Secretary for such meeting shall be chosen who shall be sworn to the faithful performance of his duties. SECTION 9. SECRETARY OF THE BOARD. The Secretary of the Board shall attend all meetings of the Board and shall keep the records thereof under the supervision of the Board, except as the Board shall otherwise order. In the absence of the Secretary of the Board at any meeting of the Board, a temporary Secretary of the Board for such meeting shall be chosen who shall be sworn to the faithful performance of his duties. ARTICLE VII EXECUTIVE COMMITTEE SECTION 1. COMPOSITION AND ELECTION. The Executive Committee shall consist of the President, ex officio, and not less than four nor more than seven other members, who shall be elected by and from the Board of Directors and shall hold office during the pleasure of the Board. The Board of Directors shall elect members of the Executive Committee at or after the first meeting of the Board of Directors held after each annual meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting. The Board of Directors may elect additional members of the Executive Committee within the foregoing limits or fill vacancies in the Executive Committee at any regular or special meeting of the Board of Directors. The President shall be, ex officio, Chairman of the Executive Committee. SECTION 2. POWERS. The Executive Committee shall supervise the business affairs of the Company and shall have authority, except as otherwise prescribed by the Board of Directors, when the Board of Directors is not in session, to transact such business for and on behalf of the Company as the Board of Directors might transact including the power to give such directions to the officers regarding the Company and its affairs as the Committee determines and the power to authorize any of the officers in the name and behalf of the Company to sign, affix the corporate seal to, and deliver contracts, deeds, releases, assignments or other instruments in writing. SECTION 3. MEETINGS. Meetings of the Executive Committee shall be held at such times and places as the Committee from time to time determines. Special meetings of the Committee may be called at any time by the President, or in his absence or disability, by any Vice President. No notice shall be necessary to the validity of such meetings. 8 The Committee shall keep minutes of each of its meetings and the minutes of each meeting, not previously submitted to the Board of Directors, shall be submitted to the regular meeting of the Board of Directors next following such meeting except as otherwise ordered by the Board. SECTION 4. QUORUM. A majority of the Executive Committee at the time in office shall constitute a quorum for the transaction of business and when a quorum is present at any meeting the vote of a majority of those present shall be sufficient for action at such meetings. ARTICLE VIII TRUST COMMITTEE SECTION 1. COMPOSITION. There shall be a Trust Committee consisting of not less than three members as determined from time to time by the Board of Directors. At or after the first meeting of the Board of Directors held after each meeting of the stockholders or special meeting of the stockholders called in lieu of and for the purposes of the annual meeting, the Board of Directors shall elect from their own number a Trust Committee within the limits stated above in this Section 1. The members of the Trust Committee shall hold office during the pleasure of the Board of Directors. A majority of the Trust Committee shall constitute a quorum for the transaction of business and when a quorum is present at any meeting the vote of a majority of those present shall be sufficient for action at such meeting. SECTION 2. POWERS. The Trust Committee shall have supervision of the Trust Department of the Company and power to transact all business of the Company as executor, administrator, assignee, guardian, trustee, agent for the care and management of property, and in any other fiduciary and representative capacity, and in any such connection shall have power to give instructions to the officers of the Company which the Trust Committee shall deem necessary or appropriate, together with such other powers as the Board of Directors or the Executive Committee may from time to time delegate to the Trust Committee. SECTION 3. RULES AND REGULATIONS. The Trust Committee shall make its own rules and regulations consistently with these By-Laws and applicable provisions of law. It shall appoint its own Chairman from its own members, and its Secretary, each of whom shall serve during the pleasure of the Trust Committee. The Trust Committee shall meet as often as the business of the Trust Department shall require. The Board of Directors or Executive Committee shall have power to rescind any vote, resolution or instruction of the Trust Committee but such rescission shall have no retroactive effect. 9 ARTICLE IX SAVINGS DEPOSITS Rules and regulations relating to savings deposits and the withdrawal thereof, not inconsistent with the provisions of law, shall be adopted by the Board of Directors. Such regulations shall remain in force until amended, modified or repealed by vote of the Board. Interest may be paid on savings deposits at such times, at such rate or rates, and for such periods, not inconsistent with law, as the Board of Directors shall determine. ARTICLE X CERTIFICATES OF STOCK AND TRANSFERS THEREOF SECTION 1. FORM - EXECUTION. Certificates of stock of the Company shall be in such form permitted by law as the Board of Directors may from time to time determine, and shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer and sealed with the corporate seal. SECTION 2. TRANSFER. Shares of the stock of the Company shall be transferable only on the books of the Company by assignment in writing by the holder of record thereof, or his legal representative, in person or by duly authorized attorney, upon surrender of the certificate thereof. The Company shall not be bound to take notice of or recognize any trust, express, implied or constructive, or any charge or equity affecting any shares of the capital stock or to ascertain or inquire whether any sale or transfer of any such shares by any holder of record thereof, his attorney legally constituted, or his legal representative, is authorized by such trust, charge or equity or to recognize any person as having any interest therein, except the holder of record thereof for the time being. SECTION 3. LOSS, DESTRUCTION, MUTILATION. In case of the loss, destruction or mutilation of a certificate of stock, a new certificate, to replace the certificate so lost, destroyed, or mutilated, may be issued by order of the Board of Directors upon reasonable evidence of such loss, destruction or mutilation and the filing by the holder of record, or his legal representative, of a bond of indemnity in such form, in such amount and with such surety or sureties as the Board of Directors may approve. SECTION 4. RECORD DATE. The Board of Directors may fix in advance a time not more than sixty (60) days before the date of any meeting of the stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof, or the right to receive such dividend or distribution, or the right to give such consent or dissent, and in such case, only stockholders of record on such record date shall have such right notwithstanding any transfer of stock on the books of the corporation after the record date. In lieu of fixing such date, the Board of Directors may for any of such purposes close the stock transfer books of the Company for all or any portion of said sixty (60) day period. 10 ARTICLE XI EXECUTION OF INSTRUMENTS Checks, conveyances, deeds, assignments, discharges of mortgages and other instruments, whether connected with the exercise by the Company of its powers as a trust company or its powers in any fiduciary capacity, or otherwise, shall be executed in the name and behalf of the Company by such officer or officers or other individual or individuals and in such manner as shall be prescribed or authorized from time to time by the Board of Directors or the Executive Committee. Any such instrument so executed by prescription or authority of the Executive Committee shall have the same validity as if expressly authorized by vote of the Board of Directors. ARTICLE XII EMERGENCY OPERATIONS In the event of a state of disaster or other emergency created by war, civil commotion, or any other cause, of sufficient severity to prevent to a material extent the conduct and management of the property, business and affairs of this Company by its Board of Directors and Officers as elsewhere in these By- Laws contemplated (such event being hereinafter called the "Emergency"), whether or not a state of emergency shall have been declared by any governmental official or authority, then for and during the period of the Emergency and for a reasonable period thereafter- (a) All available Directors, not members of the incumbent Executive Committee at the time of the Emergency, shall automatically become members of the Executive Committee; each member of the Committee, including each such incumbent member, each such available Director, and each additional member elected as hereinafter provided, shall hold office until the election of his successor or termination of his term by vote of the Committee or the stockholders; three members of the Committee shall constitute a quorum for the transaction of business and, so long as there are at least three members in office, the action of a majority of the members of the Committee present at any meeting of the Committee at which a quorum is present, and the action of a majority of the members of the Committee other than at a meeting shall constitute the action of the Committee, provided, however, that if by reason of death, resignation, or other cause the membership of the Committee is reduced to two, such two remaining members may elect not more than nine additional members to the Committee, and if by reason of any such cause the membership of the Committee is reduced to one, a majority of those of the President and 11 the Vice Presidents of the Company who are available to vote may elect not more than ten additional members to the Committee. (b) The Executive Committee shall have power to transact all business for and on behalf of the Company which the Board of Directors might have, in accordance with Article V of these By- Laws, and, without in any way limiting the generality of the foregoing, power to appoint and remove officers, members of the Trust Committee, and members of any other committees, to declare offices, memberships on the Trust Committee, and memberships on any other committees vacant, and to fill vacancies in any offices and in any committee memberships; power to exercise the powers and authorities of the Trust Committee and any other committees not at the time in existence or the membership of which does not at the time exceed three; power to act by vote at a meeting or by a writing or by telegram or telephone or by any other convenient method or by a combination of any such methods; power to cause notice to be given of any annual meeting of the stockholders and of any special meetings of the stockholders, to call any such meeting, and to designate any individual to act in place of the Secretary; power to make its own rules as to the conduct of its own meetings and the procedures to be followed by it with respect to its activities; if the location of the principal office or of any branch office of the Company becomes unavailable or unsuitable for the conduct of the business of the Company, power to locate the principal office or any such branch office in quarters selected by the Committee, any such temporarily located office to be returned to its former location as soon as practicable and any such temporary office to be then discontinued; power to exercise any and all additional authorities and powers which shall at any time or times be granted to the Executive Committee by the Board of Directors; and furthermore such additional powers as are reasonably necessary to enable the Company to exercise the powers granted to the Company by law. For the purposes of this Article, an Emergency shall be deemed to have occurred at such time whenever the facts stated in the first paragraph of this Article preceding portion (a) thereof have occurred, and the declaration that such an Emergency has occurred, including a statement as to the time of the beginning thereof, or the declaration that such an Emergency has ceased, including a statement as to the time of such cessation, set forth in either case in a writing signed by the President, or if he is not available, by any Vice President or the Treasurer, and at least two members of the Board of Directors or of the Executive Committee shall be conclusive and binding on all parties. Any provisions of the By-Laws and any votes of the Board of Directors which are contrary to the provisions of this Article XII shall be suspended during the period of any Emergency and during that period the provisions of this Article XII shall govern, provided, 12 however, that the provisions of this Article XII shall be subject to repeal or amendment by the stockholders pursuant to Article XVI hereof during the period of any such Emergency and at any other time or times. ARTICLE XIII CONTRIBUTIONS The Board of Directors shall have power and authority to make contributions, in such amounts as the Board of Directors may determine to be reasonable, to corporations, trusts, funds or foundations, organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earnings of which enures to the benefit of any private shareholder or individual; provided that such contributions in any fiscal year shall not in the aggregate exceed one-half of one percent of the capital and surplus of the Company as of the end of the preceding fiscal year, unless contributions in excess of one-half of one percent of such capital and surplus shall be authorized by the stockholders at a regular or special meeting. Nothing in this Article shall be construed as directly or indirectly restricting or otherwise affecting, except as herein provided, the rights and powers of the Company with reference to payments of the nature above specified. ARTICLE XIV CORPORATE SEAL The corporate seal shall be in such form as the Board of Directors shall from time to time determine. Unless and until otherwise determined by the Board of Directors, the corporate seal shall be circular and shall have thereon the name of the Company and the year and state of its incorporation. ARTICLE XV INDEMNIFICATION OF DIRECTORS AND OFFICERS Each person who on January 21, 1964, or thereafter becomes a Director or officer of the Company shall be entitled, without prejudice to any other rights he may have, to be reimbursed by the Company for, and indemnified by the Company against, all costs and expenses reasonably incurred by him in connection with or arising out of any claim made, or any action, suit or proceeding of whatever nature threatened or brought against him or in which he may be involved as a party or otherwise by reason of his having served as a Director or officer of the Company or by reason of any action alleged to have been taken or omitted by him as such Director or officer, whether or not he continues to be such Director or officer at the time of incurring such costs and expenses, including amounts paid or incurred by him in connection with reasonable settlements (other than amounts paid to the Company itself) of any such claim, action, suit or proceeding. No such reimbursement or indemnity shall be paid or made for any cost or expense incurred or settlement made by such Director or officer in connection with any matter as to which he shall be finally adjudged in any such action, suit, or proceeding to have been derelict in the performance of his duty as such Director or officer, nor shall anything herein contained be construed so as to 13 permit or to authorize the Company to indemnify any such Director or officer against any costs or expenses arising out of or resulting from his own negligence or willful misconduct. No Director or officer of the Company shall be liable to anyone for making any determination as to the existence or absence of liability of the Company hereunder or for making or refusing to make any payment hereunder or for taking or omitting to take any other action hereunder, in reliance upon the advice of counsel. Each person elected or appointed a Director or officer of the Company shall, upon and by reason of such election or appointment, have the right to be reimbursed and indemnified by the Company, as above set forth, with the same force and effect as if the Company, to induce him to accept such election or appointment, specifically agreed in writing to reimburse and indemnify him in accordance with the foregoing provisions of this Article XV. Nothing herein contained shall be construed as a limitation of any right to indemnification to which any person would otherwise be entitled or as a limitation on the powers of this Company or its Directors. ARTICLE XVI FAIR PRICE PROVISION The stockholder vote required to approve Business Combinations (hereinafter defined) shall be as set forth in this Article XVI. SECTION 1. HIGHER VOTE FOR BUSINESS COMBINATIONS. In addition to any affirmative vote required by applicable provisions of law, the Agreement of Association, as amended, or these By-Laws, and except as otherwise expressly provided in Section 3 of this Article XVI: (a) Any merger or consolidation of the Company or any Subsidiary with (i) any Interested Stockholder or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate or Associate of an Interested Stockholder; or (b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder of any assets of the Company or any Subsidiary thereof having an aggregate Fair Market Value of $5,000,000 or more; or (c) The issuance, exchange or transfer by the Company or any Subsidiary (in one transaction or a series of transactions) of any securities of the Company or any Subsidiary to any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder in exchange for cash, securities or other consideration (or a combination thereof) having an aggregate Fair Market Value of $5,000,000 or more; or 14 (d) The adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of an Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or (e) Any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Company or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or (f) Any agreement, contract or other arrangement with an Interested Stockholder (or in which the Interested Stockholder has an interest other than proportionately as a stockholder) providing for any one or more of the actions specified in subsections (a) to (e) of this Section 1, shall require the affirmative vote of the holders of at least eighty percent (80%) of the votes which all stockholders would be entitled to cast at any annual election of Directors or class of Directors (the "Voting Stock"). Such affirmative vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified by applicable provisions of law or in any agreement with any national securities exchange or otherwise. SECTION 2. DEFINITION OF "BUSINESS COMBINATION." The term 'Business Combination' as used in this Article XVI shall mean any transaction which is referred to in any one or more of subsections (a) through (f) of Section 1. SECTION 3. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section I of this Article XVI shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by applicable provisions of law, the Agreement of Association, as amended, or these By-Laws, if the condition specified in either of the following subsections (a) or (b) are met: (a) Approval by Disinterested Directors. The Business Combination shall have been approved by two-thirds of the Disinterested Directors. (b) Price and Procedure Requirements. All of the following seven conditions shall have been met: 15 (i) The transaction constituting the Business Combination shall provide that the holders of Common Stock receive, in exchange for their stock, per share consideration (consisting of the cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash) at least equal to the highest of the following: A. If applicable, the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of the Interested Stockholder for any share of Common Stock in connection with the acquisition by the Interested Stockholder of shares of Common Stock which were acquired (1) within the two-year period immediately prior to the initial day in which public trading of the Common Stock occurs following the first public announcement of the proposed Interested Stockholder (the "Announcement Date") or (2) in the transaction in which it became an Interested Stockholder, whichever is higher; B. The Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (the "Determination Date'", whichever is higher; and C. If applicable, the price per share equal to the Fair Market Value per share of Common Stock determined pursuant to subsection 3(b)(i)(B) immediately preceding, multiplied by the ratio of (1) the per share price determined pursuant to subsection 3(b)(i)(A) above to (2) the Fair Market Value per share of Common Stock on the first date in the two-year period immediately prior to the Announcement Date on which the Interested Stockholder beneficially owned any shares of Common Stock. All per share prices shall be adjusted to reflect fairly any intervening stock split, stock dividend, reverse stock split, recapitalization, reorganization or similar event affecting the number of shares of Common Stock outstanding and the market price per share of outstanding shares of Common Stock. (ii) If the transaction constituting the Business Combination shall also provide that the holders of any class of outstanding Voting Stock, other than Common Stock, if any, are to receive consideration in 16 exchange for their stock, the per share consideration (consisting of the cash and the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash) shall be at least equal to the highest of the following (it being intended that the requirements of this subsection 3(b)(ii) shall be required to be met with respect to every class of outstanding Voting Stock, whether or not the Interested Stockholder beneficially owns any shares of a particular class of Voting Stock): A. If applicable, the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of the Interested Stockholder for any share of such class of Voting Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of such share which was acquired (1) within the two-year period immediately prior to the Announcement Date or (2) in the transaction in which it became an Interested Stockholder, whichever is higher; B. If applicable, the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, regardless of whether the Business Combination to be consummated constitutes such an event; C. The Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher; and D. If applicable, the price per share equal to the Fair Market Value per share of such class of Voting Stock determined pursuant to subsection 3(b)(ii)(c) immediately preceding, multiplied by the ratio of (1) the per share price determined pursuant to subsection 3(b)(ii)(A) above to (2) the Fair Market Value per share of such class of Voting Stock on the first day in the two-year period immediately prior to the Announcement Date on which the Interested Stockholder beneficially owned any shares of such class of Voting Stock. All per share prices shall be adjusted to reflect fairly any intervening stock split, stock dividend, reverse stock split, recapitalization, reorganization or similar event affecting the number of shares of such Voting 17 Stock outstanding and the market price per share of outstanding shares of such Voting Stock. (iii) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as was previously paid by or on behalf of the Interested Stockholder in connection with its direct or indirect acquisition of beneficial ownership of shares of such class of Voting Stock. If the Interested Stockholder beneficially owns shares of any class of-Voting Stock which were acquired with varying forms of consideration, the form of consideration to be received by holders of such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of voting Stock beneficially owned by it. (iv) After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (A) except as approved by two-thirds of the Disinterested Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding preferred stock; (B) there shall have been (1) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock) except as approved by two-thirds of the Disinterested Directors, and (2) an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by two-thirds of the Disinterested Directors; and (c) such Interested Stockholder shall not have become the beneficial owner of any shares of Voting Stock except as part of the transaction in which it became an Interested Stockholder and except in a transaction which after giving effect thereto, would not result in any increase in the Interested Stockholder's percentage beneficial ownership of any class of Voting Securities. (v) After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Company, 18 whether in anticipation of or in connection with such Business Combination or otherwise. (vi) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed by the Interested Stockholder to all stockholders of the Company at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). (vii) Such Interested Stockholder shall not have made any major change in the Company's business or equity capital structure without the approval of two-thirds of the Disinterested Directors. SECTION 4. CERTAIN DEFINITIONS. For the purposes of this Article XVI: (a) The term 'person' shall mean any individual, firm, corporation or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Voting Stock of the Company. (b) The term "Interested Stockholder" shall mean any person (other than the Company or any Subsidiary and other than any profitsharing, employee stock ownership or other employee benefit plan of the Company or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who or which: (i) Is at such time the beneficial owner, directly or indirectly, of shares of the Company having more than ten percent (10%) of the voting power of the then outstanding Voting Stock (unless all such shares were acquired on or before April 1, 1987); or (ii) At any time within the two-year period immediately prior to such time was the beneficial owner, directly or indirectly, of shares of the Company having more than ten percent (10%) of the voting power of the then outstanding Voting Stock (unless all such shares were acquired on or before April 1, 1987), or 19 (iii) Is at any time an assignee of or has otherwise succeeded to the beneficial ownership of any shares of Voting Stock which were at any time within the two-year period immediately prior to such time beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. (c) A person shall be a "beneficial owner" of any shares of Voting Stock: (i) Which are beneficially owned, directly or indirectly, by such person or any of its Affiliates or Associates; (ii) Which such person or any of its Affiliates or Associates has (a) the right to acquire (whether or not such right is exercisable immediately) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise or (b) the right to vote pursuant to any agreement, arrangement or understanding; or (iii) Which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock. (d) For the purposes of determining whether a person is an Interested Stockholder pursuant to subsection 4(b), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned by an Interested Stockholder through application of subsection 4(c) but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise. (e) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on April 1, 1987 (the term registrant in said Rule 12b-2 meaning, in this case, the Company). (f) "Beneficially owned" shall have the meaning ascribed to such term in Rule 13d3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on April 1, 1987. 20 (g) "Disinterested Director" means any member of the Board of Directors of the Company who is not an Interested Stockholder, who is unaffiliated with, and not a representative of, the Interested Stockholder and was a member of the Board of Directors on April 1, 1987, or prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Disinterested Director who is not an Interested Stockholder, who is unaffiliated with, and not a representative of, the Interested Stockholder and is recommended or elected to succeed a Disinterested Director by a majority of the Disinterested Directors then on the Board of Directors. (h) "Fair Market Value" means: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed or, if such stock is not listed on any such exchange, the highest closing sale price or the highest closing bid quotation, respectively, with respect to a share of such stock during the 30- day period preceding the date in question on the National Market System or on the National Association of Securities Dealers, Inc. Automated Quotations System, as the case may be, or any system then in use or, if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith. (i) In the event of any Business Combination in which the Company survives, the phrase "consideration other than cash to be received" as used in subsection 3(b) of this Article XVI shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares. "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Company. SECTION 5. The Disinterested Directors shall have the power and duty to determine for purposes of this Article XVI, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article XVI, including, without limitation, (a) whether a person is an interested Stockholder, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the requirements of subsection 3(b) have been met with 21 respect to any Business Combination and (e) whether the assets which are the subject of any Business Combination have, or whether the consideration to be received from the issuance or transfer of securities by the Company or any Subsidiary in any Business Combination has an aggregate Fair Market Value of $5,000,000 or more. Any such determination made in good faith shall be binding and conclusive. SECTION 6. Nothing contained in this Article XVI shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. SECTION 7. Consideration for shares to be paid to any stockholder pursuant to this Article XVI shall be the minimum consideration payable to the stockholder and shall not limit a stockholder's right under any provision of law or otherwise to receive greater consideration for any shares of the Company. SECTION 8. The fact that any Business Combination complies with the provisions of Section 3 of this Article XVI shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Company, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors or any member thereof with respect to evaluations of or actions and responses taken with respect to such Business Combination. SECTION 9. AMENDMENTS TO ARTICLE. Notwithstanding any other applicable provisions of law, the Agreement of Association, as amended, or these By-Laws, and notwithstanding that a lesser percentage may be specified by law, the affirmative vote of the holders of at least eighty percent (80%) of the votes which all the stockholders would be entitled to cast at any annual election of Directors or class of Directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article XVI. ARTICLE XVII AMENDMENTS - REPEAL Except as otherwise provided herein, these By-Laws may be altered, amended, added to or repealed in whole or in part at any annual or special meeting of the stockholders by vote of the holders of a majority of the capital stock of the Company outstanding and entitled to vote, provided that notice of such proposed alteration, amendment, addition or repeal is given in the notice of the meeting at which such alteration, amendment, addition or repeal is to be acted upon. 22 EX-4.1 7 SPECIMEN STOCK CERTIFICATE EXHIBIT 4.1 [CERTIFICATE APPEARS HERE] - - -------------------------------------------------------------------------------- [LOGO OF CCBT BANCORP, INC. APPEARS HERE] NUMBER SHARES CCBT ------------------- INCORPORATED UNDER THE LAWS OF MASSACHUSETTS CUSIP 12487S 10 5 ------------------- This is to certify that is the holder of Shares of the Common Capital Stock of - - -------------------------------------------------------------------------------- - - ----------------------------- CCBT Bancorp, Inc. ------------------------------- - - -------------------------------------------------------------------------------- transferable only on the books of the Company by assignment in writing by the holder of record hereof or his legal representative upon surrender of this certificate. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Organization and By-laws of the Company as heretofore or hereafter amended, and the par value of the shares represented hereby is and shall be as set forth in said Articles so amended, to all of which the holder by acceptance hereof assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF CCBT Bancorp, Inc. has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereto affixed. /s/ Noal D. Reid /s/ Stephen B. Lawson [SEAL] TREASURER PRESIDENT COUNTERSIGNED AND REGISTERED: REGISTRAR AND TRANSFER COMPANY TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- AMERICAN BANK NOTE COMPANY 680 BLAIR MILL ROAD HORSHAM, PA 19044 (215) 657-3480 ................................................................................ SALES: D. BURNS: 617-786-7600 ................................................................................ /NET/BANKNOTE/HOME 40/CCBT 60756 - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- PRODUCTION COORDINATOR: D. SUKOLOFF: 215-830-2154 PROOF OF FEBRUARY 8, 1999 CCBT BANCORP, INC. H 60756 fc ................................................................................ OPERATOR: JW/lr/koshy ................................................................................ NEW - - -------------------------------------------------------------------------------- For value received, __________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ __________________________________________________________________________Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________________________________ ________________________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Bank with full power of substitution in the premises. Dated, _________________ _______________________________________________________ In Presence of ________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement, or any change whatever. - - -------------------------------------------------------------------------------- AMERICAN BANK NOTE COMPANY 680 BLAIR MILL ROAD HORSHAM, PA 19044 (215)657-3480 ................................................................................ SALES: D. BURNS: 617-786-7600 ................................................................................ /NET/BANKNOTE/HOME 40/CCBT 60756 - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- PRODUCTION COORDINATOR: D. SOKOLOFF: 218-830-2184 PROOF OF FEBRUARY 8, 1999 CCBT BANCORP, INC. H 60756 bk ................................................................................ OPERATOR: JW/lr/koshy ................................................................................ NEW - - -------------------------------------------------------------------------------- EX-99.1 8 ANNUAL REPORT OF BANK/FORM 10-K EXHIBIT 99.1 ================================================================================ FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 20429 ==================================== FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 - FDIC CERTIFICATE NUMBER: 10538 ======================================================= CAPE COD BANK AND TRUST COMPANY ------------------------------- (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-1465780 ------------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601 - - --------------------------------------- ----- (Address of principal executive office) (Zip Code) (Registrant's telephone #, incl. area code): 508-394-1300 ------------
==================================== Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - - ------------------- ----------------------------------------- NONE - - ---- ==================================== Securities registered pursuant to Section 12(g) of the Act: Title of class Name of each exchange on which registered - - -------------- ----------------------------------------- COMMON CAPITAL STOCK NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. - - -------------------- -------------------------------------------------------
==================================== Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [_]| No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] 1. Cape Cod Bank and Trust Company Form 10-K December 31, 1997 - - -------------------------------------------------------------------------------- State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.) $185,751,812.00 Note.-- If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [_] Yes [_] No (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 4,530,532 DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) Into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). 1. ANNUAL REPORT TO SECURITY HOLDERS FOR FISCAL YEAR ENDED DECEMBER 31, 1997. 2. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS ON APRIL 23, 1998. ------------------------------------ PART I ITEM 1. BUSINESS. THE BANK IS A STATE-CHARTERED COMMERCIAL BANK WITH TRUST POWERS, ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. THE PRESENT BANK IS THE RESULT OF A MERGER BETWEEN THE HYANNIS TRUST COMPANY AND THE CAPE COD TRUST COMPANY IN 1964 AND A SUBSEQUENT MERGER WITH THE BUZZARDS BAY NATIONAL BANK IN 1974. THE MAIN OFFICE OF CAPE COD BANK AND TRUST COMPANY IS LOCATED AT 307 MAIN STREET, HYANNIS, BARNSTABLE COUNTY, MASSACHUSETTS. THERE ARE 25 OTHER BANKING OFFICES LOCATED IN BREWSTER, BUZZARDS BAY, CENTERVILLE, CHATHAM, DENNIS, SOUTH DENNIS, FALMOUTH, EAST HARWICH, HARWICHPORT, HYANNIS, MASHPEE, NORTH EASTHAM, ORLEANS, OSTERVILLE, POCASSET, PROVINCETOWN, SANDWICH, SOUTH YARMOUTH, WELLFLEET AND A CUSTOMER SERVICE CENTER WHICH IS LOCATED IN SOUTH YARMOUTH. ALL OF THE BANK'S FACILITIES ARE LOCATED IN BARNSTABLE COUNTY, MASSACHUSETTS. THE BANK IS A MEMBER OF THE FEDERAL DEPOSIT INSURANCE CORPORATION BUT IS NOT A MEMBER OF THE FEDERAL RESERVE SYSTEM. THE BANK HAS SEVERAL WHOLLY-OWNED SUBSIDIARIES. AT DECEMBER 31, 1997, THE BANK EMPLOYED 333 PEOPLE ON A FULL-TIME BASIS AND ANOTHER 52 PEOPLE ON A PART-TIME BASIS. 2. Cape Cod Bank and Trust Company Form 10-K December 31, 1997 - - -------------------------------------------------------------------------------- CAPE COD BANK AND TRUST COMPANY IS THE LARGEST COMMERCIAL BANK HEAD-QUARTERED IN BARNSTABLE COUNTY. IT OFFERS A COMPLETE RANGE OF COMMERCIAL BANKING SERVICES FOR INDIVIDUALS, BUSINESSES, NON-PROFIT ORGANIZATIONS, GOVERNMENTAL UNITS AND FIDUCIARIES. DURING THE PAST FIVE YEARS, THERE HAS BEEN NO SIGNIFICANT CHANGE IN THE PRINCIPAL MARKETS OR THE BANKING SERVICES OFFERED BY THE BANK. THE BANK HAS NOT MERGED WITH OR ACQUIRED THE BUSINESS OF ANY OTHER BANK OR ENTITY SINCE 1974. THE BANK RECEIVES SUBSTANTIALLY ALL OF ITS DEPOSITS FROM AND MAKES SUBSTANTIALLY ALL OF ITS LOANS TO INDIVIDUALS AND BUSINESSES ON CAPE COD. THE BANK'S PRINCIPAL SOURCES OF REVENUE ARE LOANS AND INVESTMENTS WHICH ACCOUNTED FOR 80% OF THE BANK'S GROSS INCOME DURING 1997. OF THE REMAINING PORTION, 3% WAS RECEIVED FROM SERVICE CHARGES. THE BALANCE WAS DERIVED FROM TRUST DEPARTMENT INCOME AND OTHER MISCELLANEOUS ITEMS. BANKING SERVICES FOR INDIVIDUALS INCLUDE CHECKING ACCOUNTS, REGULAR SAVINGS ACCOUNTS, NOW ACCOUNTS, MONEY MARKET DEPOSIT ACCOUNTS, CERTIFICATES OF DEPOSIT, CLUB ACCOUNTS, MORTGAGE LOANS, CONSUMER LOANS, CREDIT CARD SERVICES, SAFE DEPOSIT SERVICES, TRUST SERVICES, DISCOUNT BROKERAGE AND INVESTMENT SERVICES. IN THE LATTER CATEGORY, THE BANK DOES A MAJOR BUSINESS IN ACTING AS AGENT TO PURCHASE U.S. GOVERNMENT SECURITIES FOR ITS CUSTOMERS. THE BANK ALSO OWNS AND MAINTAINS 26 AUTOMATED TELLER MACHINES WHICH ARE CONNECTED TO THE TX, AMEX, CIRRUS, NYCE, EXCHANGE, AND PLUS NETWORKS. TRUST DEPARTMENT SERVICES INCLUDE ESTATE, TRUST, TAX RETURNS, AGENCY, INVESTMENT MANAGEMENT, DISCOUNT BROKERAGE, CUSTODIAL SERVICES, AND IRA ACCOUNTS. THE BANK HAS NO INVOLVEMENT IN FOREIGN COUNTRIES AND DOES NOT DERIVE ANY OF ITS INCOME FROM FOREIGN SOURCES. ITEM 2. PROPERTIES. A. PROPERTIES HELD IN FEE - BANKING OFFICES 1) 307 MAIN STREET, HYANNIS - MAIN OFFICES 2) 835 MAIN STREET, OSTERVILLE - BRANCH OFFICE 3) 536 MAIN STREET, HARWICHPORT - BRANCH OFFICE 4) 1095 ROUTE 28, SOUTH YARMOUTH - BRANCH OFFICE 5) 40 MAIN STREET, ORLEANS - BRANCH OFFICE 6) SHANK PAINTER ROAD, PROVINCETOWN - BRANCH OFFICE 7) 121 MAIN STREET, BUZZARDS BAY - BRANCH OFFICE 8) 119 ROUTE 6A, SANDWICH - BRANCH OFFICE 9) ROUTE 6A AND UNDERPASS ROAD, BREWSTER - BRANCH OFFICE 10) 700 ROUTE 6A, DENNIS - BRANCH OFFICE 11) JONES ROAD, FALMOUTH - BRANCH OFFICE 12) 693 MAIN STREET, CHATHAM - BRANCH OFFICE 13) MAIN STREET, WELLFLEET - BRANCH OFFICE NONE OF THE ABOVE OFFICES ARE SUBJECT TO MORTGAGE LIENS OR ANY OTHER ENCUMBRANCE. THE MAIN OFFICE IS LOCATED IN HYANNIS, MASSACHUSETTS, AND IS A MODERN, TWO-STORY BRICK BUILDING LOCATED ON APPROXIMATELY TWO ACRES OF LAND. THE HARWICHPORT OFFICE AND THE BUZZARDS BAY OFFICE ARE SOMEWHAT LARGER THAN THE REMAINING OFFICES, HAVING FORMERLY BEEN THE MAIN OFFICE OF THE CAPE COD TRUST COMPANY AND THE BUZZARDS BAY NATIONAL BANK PRIOR TO MERGER. THE BANK ALSO OWNS A HOUSE IN MEREDITH, NEW HAMPSHIRE, ONE IN ORLANDO, FLORIDA, AND ONE IN KILLINGTON, VERMONT WHICH ARE USED AS VACATION SITES BY ITS EMPLOYEES. B. RENTAL OF BANK PREMISES: THE LAND ON WHICH THE HYANNIS AIRPORT ROTARY OFFICE IS LOCATED IS RENTED FROM THE BARNSTABLE MUNICIPAL AIRPORT AS TENANTS AT WILL FOR $53,067 PER YEAR. THE BANKING OFFICE LOCATED IN POCASSET ON THE CORNER OF MACARTHUR BOULEVARD AND BARLOW'S LANDING ROAD IS LEASED FROM PAUL J. MEDERIOS FOR $25,000 PER YEAR PLUS TAXES AND OTHER EXPENSES UNDER A LEASE EXPIRING IN 2005. A BANKING OFFICE AT THE INTERSECTION OF ROUTE 28 AND CAMP OPECHEE ROAD, CENTERVILLE IS LEASED FOR $50,000 IN 1998 AND AN 3. Cape Cod Bank and Trust Company Form 10-K December 31, 1997 - - -------------------------------------------------------------------------------- INCREASE OF $2,500 PER YEAR PLUS TAXES AND OTHER EXPENSES UNDER A LEASE EXPIRING IN 2008 WITH RIGHT TO RENEW FOR AN ADDITIONAL FIFTEEN YEAR PERIOD. THE ROUTE 134, SOUTH DENNIS BRANCH OFFICE IS LEASED FROM CHAMBERLAIN REALTY FOR $44,000 PER YEAR UNTIL 2001 AND $22,000 IN 2002 PLUS TAXES AND OTHER EXPENSES. THE BANKING OFFICE AT SKAKET CORNERS, ORLEANS IS LEASED FROM SKAKET ASSOCIATES FOR $50,916 IN 1998 AND 1999; $58,554 IN 2000, 2001 AND 2002; $67,337 IN 2003, 2004 AND 2005; AND $77,437 IN 2006 AND 2007 PLUS TAXES AND OTHER EXPENSES UNDER A LEASE EXPIRING IN 2007. THE BANK ALSO OPERATES A CUSTOMER SERVICE CENTER WHICH IS LEASED FROM THE DAVENPORT REALTY TRUST, SOUTH YARMOUTH FOR $111,972 PER YEAR PLUS TAXES AND OTHER EXPENSES UNTIL 2011 AND $27,993 IN 2012 UNDER A LEASE EXPIRING IN 2012 WITH THE RIGHT TO RENEW FOR AN ADDITIONAL TEN-YEAR PERIOD. THE BANKING OFFICE LOCATED IN THE VILLAGE GREEN SHOPPING CENTER ON BRACKETT ROAD, NORTH EASTHAM IS LEASED FROM ALAN G. VADNAIS FOR $9,450 IN 1998 AND $2,400 IN 1999 EXPIRING ON 3/31/99. THE OFFICE LOCATED AT 763 MAIN STREET, FALMOUTH IS LEASED FROM RFB REALTY TRUST FOR $42,000 THROUGH 2001 AND $24,500 IN 2002 WITH A LEASE EXPIRING SEPTEMBER, 2002 WITH THE OPTION OF RENEWING THE LEASE FOR TWO ADDITIONAL FIVE-YEAR PERIODS. THE BANK ALSO RENTS A BUILDING NEXT DOOR TO THE CUSTOMER SERVICE CENTER FROM DAVENPORT REALTY TRUST, SOUTH YARMOUTH FOR $76,200 IN 1998 TO 2011 AND $19,050 IN 2012. IN ADDITION, THE BANK ALSO RENTS OFFICE SPACES FROM STOP & SHOP FOR $408,000 PER YEAR UNDER A LEASE EXPIRING IN 1999 AND $204,000 IN 2000. THE BANK ALSO PAYS RENT FOR ATMS FOR $14,925 IN 1998, $12,000 IN 1999 AND 2000 AND $7,000 IN 2001. ITEM 3. LEGAL PROCEEDINGS. THE BANK IS NOT INVOLVED IN ANY MATERIAL PENDING LEGAL PROCEEDINGS. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. THERE WERE NO MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS IN THE FOURTH QUARTER OF 1997. ============================================================= PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. CAPE COD BANK AND TRUST COMPANY'S COMMON STOCK TRADES ON THE NASDAQ NATIONAL MARKET SYSTEM UNDER THE SYMBOL "CCBT". THE TABLE BELOW SHOWS THE HIGH AND LOW TRADING PRICES OF THE STOCK FOR EACH QUARTER IN THE PAST TWO YEARS AND THE DIVIDENDS DECLARED EACH QUARTER, ADJUSTED FOR THE TWO-FOR-ONE STOCK DISTRIBUTION MADE MAY 10, 1996. THERE ARE APPROXIMATELY 1,100 STOCKHOLDERS OF RECORD.
1996 1997 ------------------------------------------- ------------------------------------------ First Second Third Fourth First Second Third Fourth Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter ------- ------- ------- ------- ------- ------- ------- ------- Market price: High $ 20 1/2 $ 23 $ 22 1/2 $ 24 1/2 $ 27 7/8 $ 30 $ 34 1/2 $ 41 Low $ 18 3/4 $ 19 $ 19 3/4 $ 20 3/8 $ 21 1/2 $ 26 3/4 $ 28 1/2 $ 35 1/4 Dividends declared $.17 $.18 $.18 $.18 $.21 $.21 $.21 $.21 per share
ITEM 6. SELECTED FINANCIAL DATA. 4. Cape Cod Bank and Trust Company Form 10-K December 31, 1997 - - --------------------------------------------------------------------------------
1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Total assets $973,105 $817,884 $646,911 $528,438 $515,324 Stockholders' equity 75,636 66,603 59,601 53,087 46,115 Net interest income 36,907 32,650 29,156 25,574 26,223 Provision for loan losses -- -- -- 1,200 6,000 Non-interest income 20,174 13,874 13,649 12,320 13,275 Non-interest expense 35,642 30,985 28,631 27,062 29,081 Provision for income taxes 8,190 6,070 5,391 1,930 397 Net income 13,249 9,468 8,783 7,703 4,021 Book value per share $16.69 $14.70 $13.17 $11.72 $10.18 Basic and diluted earnings per share(1) 2.92 2.09 1.94 1.71 .89 Cash dividends per share .84 .71 .56 .18 .12 Return on average assets 1.44% 1.26% 1.47% 1.43% .76% Return on average stockholders' equity 18.7% 15.2% 15.6% 15.5% 9.0%
/(1)/ Based on average shares outstanding: 4,530,532 in 1997; 4,526,217 in 1996; 4,521,370 in 1995; 4,516,618 in 1994; and 4,511,458 in 1993. (Adjusted for two-for-one stock distribution in 1996). ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. SEE ATTACHMENT EXCERPTED FROM 1997 ANNUAL REPORT. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. SEE ATTACHMENT EXCERPTED FROM 1997 ANNUAL REPORT. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. THE REQUIRED FINANCIAL STATEMENTS ARE INCLUDED LATER IN THIS REPORT. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. THERE WERE NO CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES AS DEFINED BY ITEM 304 OF REGULATION S-K. ============================================================== PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. A. IDENTIFICATION OF DIRECTORS: THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998, COPY ATTACHED. 5. Cape Cod Bank and Trust Company Form 10-K December 31, 1997 - - -------------------------------------------------------------------------------- B. IDENTIFICATION OF EXECUTIVE OFFICERS: ALL OFFICERS WERE RE-ELECTED TO THEIR POSITIONS ON APRIL 24, 1997 TO SERVE UNTIL THE ANNUAL MEETING ON APRIL 23, 1998.
-------------------------------------------------------------------------------- OFFICER AGE AT TITLE AND AREA OF DATE APPOINTED DATE OF 12/31/97 RESPONSIBILITY TO PRESENT RANK EMPLOYMENT -------------------------------------------------------------------------------- Stephen B. Lawson 56 President and Chief 7/01/92 12/06/65 Executive Officer -------------------------------------------------------------------------------- Daniel G. Barrie 50 Controller and Asst. 5/13/96 5/13/96 Treasurer -------------------------------------------------------------------------------- Robert T. Boon 43 Chief Trust Officer 10/13/95 4/01/85 -------------------------------------------------------------------------------- John S. Burnett 51 V.P. Secretary of the 12/11/80 9/07/71 Corporation -------------------------------------------------------------------------------- Richard L. Cathie 55 President & CEO, 10/13/95 7/21/71- CCB&T 12/09/86; Investment Co. 6/30/88 -------------------------------------------------------------------------------- Robert R. Prall 55 Chief Lending Officer 1/01/97 6/01/93 -------------------------------------------------------------------------------- Noal D. Reid 53 Chief Financial 9/15/95 10/16/72 Officer and Treasurer -------------------------------------------------------------------------------- Larry K. Squire 50 Chief Operating 9/15/95 5/17/71 Officer --------------------------------------------------------------------------------
C. IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES: THERE ARE NO SIGNIFICANT EMPLOYEES OTHER THAN EXECUTIVE OFFICERS. D. FAMILY RELATIONSHIPS: THERE ARE NO FAMILY RELATIONSHIPS BETWEEN ANY DIRECTORS, NOMINEES FOR ELECTION AS DIRECTORS OR EXECUTIVE OFFICERS OF THE BANK. E. BUSINESS EXPERIENCE: (1) BACKGROUND: INFORMATION ON THE DIRECTORS WAS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998.
NAME BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS ---- ---------------------------------------------- STEPHEN B. LAWSON EXECUTIVE VICE PRESIDENT, TRUST, 12/12/85; PRESIDENT, CHIEF EXECUTIVE OFFICER, 7/01/92 DANIEL G. BARRIE CHIEF FINANCIAL OFFICER, GRAYSTONE MORTGAGE CORP., 7/91; CONTROLLER, ASSISTANT TREASURER, 5/13/96 ROBERT T. BOON VICE PRESIDENT, MUNICIPAL SERVICES, 4/01/85; PRESIDENT CCB&T INVESTMENT CO., 6/29/92; CHIEF TRUST OFFICER, 10/13/95
6. Cape Cod Bank and Trust Company Form 10-K December 31, 1997 - - -------------------------------------------------------------------------------- JOHN S. BURNETT SECRETARY OF THE CORPORATION, 1978 VICE PRESIDENT, 12/11/80 RICHARD L. CATHIE EXECUTIVE VICE PRESIDENT, MARKETING, CCB&T, 6/30/88; PRESIDENT, CCB&T INVESTMENT CO., 10/13/95 BARRETT C. NICHOLS, JR. VICE PRESIDENT, LOAN ADMINISTRATION, 12/3/90; EXECUTIVE VICE PRESIDENT, LOAN ADMINISTRATION, 4/05/93; CHIEF LENDING OFFICER, 9/15/95 TO RETIREMENT 2/28/97 ROBERT R. PRALL SR. V.P., FLEET BANK OF MASSACHUSETTS, OFFICER IN CHARGE OF COMMERCIAL REAL ESTATE LENDING, SOUTHEASTERN MASSACHUSETTS, 1991 TO 5/31/93; SR. V.P., LOAN ADMINISTRATION, REGION III, 6/01/93-12/31/96; CHIEF LENDING OFFICER, 1/1/97 NOAL D. REID EXECUTIVE VICE PRESIDENT AND TREASURER, 12/12/85; CHIEF FINANCIAL OFFICER AND TREASURER, 9/15/95 LARRY K. SQUIRE EXECUTIVE VICE PRESIDENT, RETAIL BANKING, 12/12/85; CHIEF OPERATING OFFICER, 9/15/95
THERE ARE NO LATE FILERS ACCORDING TO REGULATION S-K (SS.229.405 OF THIS CHAPTER) PURSUANT TO SECTION 12 OF THE EXCHANGE ACT (15 U.S.C. 781). ITEM 11. EXECUTIVE COMPENSATION. THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. THIS INFORMATION WAS INCLUDED IN THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. THE BANK ENTERS INTO BANKING TRANSACTIONS IN THE ORDINARY COURSE OF ITS BUSINESS WITH DIRECTORS, OFFICERS, PRINCIPAL STOCKHOLDERS AND THEIR ASSOCIATES, ON THE SAME TERMS INCLUDING INTEREST RATES AND COLLATERAL ON LOANS, AS THOSE PREVAILING AT THE SAME TIME FOR COMPARABLE TRANSACTIONS WITH OTHERS. THE TOTAL AMOUNT OF LOANS OUTSTANDING TO DIRECTORS AND OFFICERS AT DECEMBER 31, 1997, 1996 AND 1995 WAS $15,418,661, $13,244,549, AND $8,357,326, RESPECTIVELY. DURING 1997, $14,818,630 IN NEW LOANS WERE MADE TO DIRECTORS AND OFFICERS AND THERE WERE $12,644,518 IN REPAYMENTS. ---------------------------------------------------------- 7. Cape Cod Bank and Trust Company Form 10-K December 31, 1997 - - -------------------------------------------------------------------------------- PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. A. Documents filed as part of the report: (1) FINANCIAL STATEMENTS A. CONSOLIDATED STATEMENTS OF CONDITION AS OF DECEMBER 31, 1997, 1996 AND 1995 B. CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 C. CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 D. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 E. NOTES TO FINANCIAL STATEMENTS (2) EXHIBITS AS REQUIRED BY ITEM 601 OF REGULATION S-K ((S)229.601 OF THIS CHAPTER). A. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998 B. REPORT OF MANAGEMENT - INTERNAL CONTROL OVER FINANCIAL REPORTING C. REPORT OF MANAGEMENT - COMPLIANCE WITH LAWS AND REGULATIONS D. INDEPENDENT PUBLIC ACCOUNTANT'S REPORT CONCERNING INTERNAL CONTROL STRUCTURE AND PROCEDURES FOR FINANCIAL REPORTING B. Reports on Form 8-K: A REPORT ON FORM 8-K (FORM F-3) WAS FILED ON MAY 16, 1997, AFTER THE APRIL 24, 1997 ANNUAL MEETING OF STOCKHOLDERS. 8. Cape Cod Bank and Trust Company Form 10-K December 31, 1997 - - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) CAPE COD BANK AND TRUST COMPANY ------------------------------------------------------------------- By (Signature and Title)* /s/ Stephen B. Lawson ______________________________________________________ STEPHEN B. LAWSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER Date 3/12/98 ___________________________________________________________________________ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Noal D. Reid _______________________________________________________ NOAL D. REID, CHIEF FINANCIAL OFFICER AND TREASURER Date 3/12/98 ____________________________________________________________________________ By (Signature and Title)* /s/ Daniel G. Barrie _______________________________________________________ DANIEL G. BARRIE, CONTROLLER AND ASSISTANT TREASURER Date 3/12/98 ____________________________________________________________________________ SIGNATURES OF THE BOARD OF DIRECTORS /s/ John Otis Drew /s/ Felicia R. Penn _________________________________ _________________________________ JOHN OTIS DREW FELICIA R. PENN /s/ Barrett C. Nichols, Jr. /s/ Joshua A. Nickerson, Jr. _________________________________ _________________________________ BARRETT C. NICHOLS, JR. JOSHUA A. NICKERSON, JR. /s/ Jeannine L. Hubbard /s/ George D. Denmark _________________________________ _________________________________ JEANNINE L. HUBBARD GEORGE D. DENMARK /s/ William C. Snow /s/ Charles N. Robinson _________________________________ _________________________________ WILLIAM C. SNOW CHARLES N. ROBINSON /s/ James H. Rice /s/ Stephen B. Lawson _________________________________ _________________________________ JAMES H. RICE STEPHEN B. LAWSON /s/ Richard M. Scudder _________________________________ RICHARD M. SCUDDER Date MARCH 12, 1998 ---------------------------------------------------------------------------- ________________________________________________________________________________ *Print the name and title of each signing officer under his signature. 9. EX-99.2 9 QUARTERLY REPORT OF BANK/FORM 10-Q EXHIBIT 99.2 ================================================================================ FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 20429 ============================= FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 - FDIC CERTIFICATE NUMBER: 10538 ============================================ CAPE COD BANK AND TRUST COMPANY ------------------------------- (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-1465780 ------------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601 - - --------------------------------------- ----- (Address of principal executive office) (Zip Code) (Registrant's telephone #, incl. area code): 508-394-1300 ------------ =================================== Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - - ------------------- ----------------------------------------- NONE - - ---- =================================== Securities registered pursuant to Section 12(g) of the Act: Title of class Name of each exchange on which registered - - -------------- ----------------------------------------- COMMON CAPITAL STOCK NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. - - -------------------- ------------------------------------------------------- =================================== Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |X| Yes |_| No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [X] Yes [_] No (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. THERE WERE 4,530,532 -------------------- SHARES OF COMMON STOCK AS OF MAY 11, 1998. - - ----------------------------------------- 1. Cope Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- TABLE OF CONTENTS
SECTION DESCRIPTION PAGE NO. - - ------- ----------- -------- PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Financial Condition March 31, 1998 (Unaudited) and December 31, 1997 3 Consolidated Statements of Income Three Months Ended March 31, 1998 and 1997 (Unaudited) 4 Consolidated Statements of Cash Flows Three Months Ended March 31, 1998 and 1997 (Unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition 6-8 and Results of Operations PART II OTHER INFORMATION 9 SIGNATURES 10
2. Cape Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CONDITION MARCH 31, 1998 AND DECEMBER 31, 1997 CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
March 31, December 31, 1998 1997 (Dollar amounts in thousands) ASSETS Cash and due from banks $ 38,431 $ 34,213 ---------- ---------- Total cash and cash equivalents 38,431 34,213 ---------- ---------- Investment securities U.S. Government agencies 31,325 75,528 State and municipal obligations 15,259 16,323 Other bonds, notes and debentures 283,680 282,841 Corporate stock 18,745 16,804 ---------- ---------- Total investment securities 349,009 391,496 ---------- ---------- Loans Commercial loans 78,133 72,162 Construction mortgage loans 36,702 34,798 Commercial mortgage loans 201,406 198,944 Industrial revenue bonds 1,778 1,883 Residential mortgage loans 228,318 207,665 Consumer loans 15,038 16,391 ---------- ---------- Total loans 561,375 531,843 Less: Reserve for possible loan losses (11,013) (10,962) ---------- ---------- Net loans 550,362 520,881 Bank premises and equipment 12,380 12,305 Other assets 14,283 15,000 ---------- ---------- Total assets $ 964,465 $ 973,895 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Demand deposits $ 135,965 $ 147,495 NOW account deposits 103,706 103,755 Money market account deposits 145,967 149,097 Other savings deposits 160,804 158,197 Certificates of deposits of $100,000 or more 26,994 26,453 Other time deposits 124,958 124,263 ---------- ---------- Total deposits 698,394 709,260 Borrowing from the Federal Home Loan Bank 171,355 171,295 Other short-term borrowings 11,075 11,662 Other liabilities 6,634 6,042 ---------- ---------- Total liabilities 887,458 898,259 ---------- ---------- Commitments Stockholders' equity Common stock, $2.50 par value Authorized: 6,000,000 shares Outstanding: 4,530,532 shares 11,326 11,326 Surplus 25,230 25,230 Undivided profits 39,990 38,677 Unrealized gain on securities available for sale 461 403 ---------- ---------- Total stockholders' equity 77,007 75,636 ---------- ---------- Total liabilities and stockholders' equity $ 964,465 $ 973,895 ========== ==========
3. Cape Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
1998 1997 ---- ---- INTEREST INCOME Interest and fees on loans $ 11,593 $ 10,594 Interest and dividends on securities U.S. Government agencies 3,012 3,367 State and municipal obligations 207 437 Other bonds, notes and debentures 1,702 967 Corporate stock 360 338 ---------- ---------- Total interest income 16,874 15,703 ---------- ---------- INTEREST EXPENSE Interest on certificates of deposit of $100,000 or more 363 225 Interest on other deposits 4,845 4,678 Interest on short-term borrowings 2,841 2,140 ---------- ---------- Total interest expense 8,049 7,043 ---------- ---------- Net interest income 8,825 8,660 Provision for loan losses -- -- ---------- ---------- Net interest income after provision for loan losses 8,825 8,660 ---------- ---------- NON-INTEREST INCOME Trust and Investment division fees 1,183 1,216 Credit card merchant fees 532 464 Service charges on deposit accounts 941 966 Gain (loss) on sale or writedown of investment securities 126 111 Other 662 2,391 ---------- ---------- Total non-interest income 3,444 5,148 ---------- ---------- NON-INTEREST EXPENSE Salaries and wages 2,620 2,835 Employee benefits 1,193 1,329 Occupancy expense 558 487 Equipment rental and expense 504 511 Credit card processing expense 551 367 Other 2,877 2,071 ---------- ---------- Total non-interest expense 8,303 7,600 ---------- ---------- Income before income taxes 3,966 6,208 Provision for income taxes 1,566 2,400 ---------- ---------- Net income $ 2,400 $ 3,808 ========== ========== Average shares outstanding 4,530,532 4,530,532 Primary earnings (loss) per share $ .53 $ .84
4. Cape Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
1998 1997 ---- ---- CASH PROVIDED (USED) BY OPERATING ACTIVITIES Net income $ 2,400 $ 3,808 Adjustments ro reconcile net income to net cash: Provision for loan losses -- -- Depreciation and amortization 509 494 Net (gain) loss on sale or writedown of securities (126) (111) Net increase (decrease) in taxes payable 8 1,553 Other, net (3,545) (3,104) ---------- ---------- Net cash provided (used) by operating activities $ (754) $ 2,640 ----------- ---------- CASH PROVIDED (USED) BY INVESTING ACTIVITIES Net (increase) decrease in loans $ (41,159) (18,867) Proceeds from sale of loans 11,762 3,448 Disposition of property from defaulted loans 59 80 Maturities of securities 117,123 46,897 Purchase of available for sale securities (112,875) (171,024) Sale of available for sale securities 40,952 115,907 Purchase of premises and equipment (584) (268) ---------- ---------- Net cash provided (used) by investing activities $ 15,278 $ (23,827) ---------- ---------- CASH PROVIDED (USED) BY FINANCING ACTIVITIES Net increase (decrease) in deposits $ (10,866) $ 11,176 Net increase in borrowings from the Federal Home Loan Bank 60 34,000 Net increase (decrease) in other short-term borrowings (587) 61 Cash dividends paid on common stock 1,087 951 ---------- ---------- Net cash provided (used) by financing activities $ (10,306) $ 46,188 ---------- ---------- Net increase in cash and cash equivalents $ 4,218 $ 25,001 ---------- ---------- Cash and cash equivalents at beginning of year $ 34,213 $ 20,961 ---------- ---------- Cash and cash equivalents at end of quarter $ 38,431 $ 45,962 ========== ========== Cash equivalents include amounts due from banks and federal funds SUPPLEMENTAL DISCLOSURES OF CASH FLOW Cash paid for: Interest $8,096,114 $6,835,226 Income taxes $1,560,000 $1,559,000
5. Cape Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Earnings for the quarter ending March 31, 1998 were $.53 compared to $.84 a year ago. Last year's first quarter was an exceptionally good one and included a $.24 non-recurring item. This year's quarter included non-recurring expenses associated with the attempted acquisition of Sandwich Co-operative Bank. Deposits and loans grew 8.1 % and 18.7% respectively over a year ago. Demand and NOW account balances improved 9.3% which aided our net interest income. Residential mortgage loans increased nicely and total assets were $959,636,238 or 11.1% greater than a year ago. There continues to be downward pressure on interest margins due to the very competitive loan environment which is affecting commercial loan volume. Capital at quarter end was $77,006,983 and is currently 8.0% of total assets. The loan loss reserve was $11,012,735 a very comfortable 2.0% of total outstanding loans. 6. Cape Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- CAPE CODE BANK & TRUST COMPANY COMPARATIVE BALANCE SHEET, RATES AND SPREAD MARCH 31, 1997
----------------ACTUAL----------------- ----------------BUDGET----------------- AVERAGE AVERAGE AVERAGE AVERAGE Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D BALANCE INTEREST YIELD BALANCE INTEREST YIELD ----------- ------------ ----------- ----------- ------------ ----------- EARNING ASSETS - - -------------- Securities U.S. Government-CMO 120,532,943 1,857,688 6.19% 60,000,000 900,000 6.00% U.S. Government Agencies 49,386,271 781,711 6.43% 75,000,000 1,035,616 5.60% Other CMO's 54,937,983 888,477 6.49% 25,000,000 375,000 6.00% State & Municipal Agencies 19,498,833 185,323 5.10% 20,000,000 202,192 5.42% CCB&T Securities 50,387,746 756,839 6.06% 49,965,750 749,487 6.00% Other Securities 55,025,572 639,775 4.82% 99,211,000 1,441,577 5.81% ----------- ------------ ----------- ------------ Total Investments 349,769,348 5,109,813 5.98% 329,176,750 4,703,872 5.82% Residential R.E. Loans 136,256,198 2,931,587 8.52% 130,666,667 2,720,600 8.33% Commercial R.E. Loans 194,967,592 4,569,553 9.49% 191,366,667 4,482,554 9.50% Commercial Loans 75,189,092 1,788,353 9.84% 68,550,000 1,606,229 9.50% Commercial R.E. Mtg. - Construction 9,257,051 234,813 10.29% 6,020,833 133,814 9.01% Residential Mortgages - Construction 8,787,634 169,695 7.84% 6,020,833 133,814 9.01% Non-Rated IRB 2,759,140 37,639 7.88% 3,073,333 60,612 11.40% Commercial Paper 0 0 0.00% 2,500,000 34,716 5.45% Consumer Loans 19,347,357 510,339 10.43% 18,923,798 431,797 9.25% MasterCard 11,199,903 351,470 12.45% 11,888,425 366,278 12.50% ----------- ------------ ----------- ------------ Total Loans 457,764,167 10,593,649 9.32% 439,010,556 9,970,414 9.20% Total Earning Assets 807,533,515 15,703,462 7.87% 768,187,306 14,674,286 7.75% Total Non-Earning Assets 45,555,354 36,764,976 ----------- ------------ ----------- ------------ TOTAL ASSETS 853,088,869 15,703,462 7.44% 804,952,282 14,674,286 7.40% =========== ============ =========== ============ INTEREST BEARING LIABILITIES - - ---------------------------- NOW Accounts 93,294,694 434,486 1.89% 89,666,667 446,683 2.02% Regular Savings 62,793,506 482,426 3.12% 59,300,000 475,212 3.25% The Cape Codder Account 89,819,664 939,994 4.24% 99,500,000 1,091,774 4.45% Money Market Account 144,735,539 1,373,408 3.85% 151,500,000 1,494,247 4.00% Other Time Deposits 125,022,890 1,672,846 5.43% 121,626,644 1,675,866 5.59% ----------- ------------ ----------- ------------ Total Interest-bearing Deposits 515,666,273 4,903,160 3.86% 521,593,311 5,183,782 4.03% Borrowings FHLB Borrowing 142,346,386 2,044,187 5.82% 91,500,000 1,299,575 5.76% Other Borrowings 7,971,105 96,082 4.91% 11,000,000 123,041 4.54% ----------- ------------ ----------- ------------ Total Borrowings 150,317,491 2,140,269 5.78% 102,500,000 1,422,616 5.63% Total Deposits and Borrowings 665,983,764 7,043,429 3.54% 624,093,311 6,606,398 3.49% DDA Balances 116,212,788 110,333,333 Other Liabilities 3,165,989 4,510,871 Shareholder's Equity 67,726,328 66,014,767 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 853,088,869 7,043,429 3.35% 804,952,282 6,606,398 3.33% =========== ------------ ------- =========== ----------- ---- Net Interest Income: As a % of Total Earning Assets 8,660,033 8,067,888 ============ =========== 4.33% 4.26% ======= ====== ======= ====== As a % of Total Assets 4.09% 4.07% ======= ====== Average Equity to Average Assets 7.94% 8.20% ======= ====== Average Loans/Average Deposit 72.44% 69.47% ======= ======
7 Cape Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- CAPE COD & TRUST COMPANY COMPARATIVE BALANCE SHEET, RATES AND SPREAD FOR THE PERIOD ENDING MARCH 31, 1998
------------1998 ACTUAL---------- ----------1998 BUDGET--------- 1997 ($000 Thousands) Ave. Ave. Ave. Ave. Ave. Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Balance Interest Yield Balance Interest Yield Balance ------- -------- ----- ------- -------- ----- ------- EARNINGS ASSETS - - --------------- Securities Mortgage-Backed Securities $ 4,454 $ 73 6.60% $ 0 $ 0 0.00% $ 0 U.S. Government-CMO 94,640 1,545 6.55% 66,667 1,042 6.25% 120,533 U.S. Government Agencies 57,989 761 5.25% 75,000 1,082 5.85% 49,366 Other CMO's 45,511 619 5.45% 27,500 429 6.25% 54,938 State & Municipal Agencies 18,100 207 6.13% 19,667 199 5.42% 19,499 CCB&T Securities 56,405 900 6.43% 49,966 781 6.25% 50,388 Other Securities 98,128 1,178 4.80% 117,345 1,784 6.08% 55,026 -------- ------- ----- -------- -------- ----- --------- Total Investments 375,227 5,281 5.72% 356,145 5,317 6.06% 349,770 Residential R.E. Loans 218,157 4,014 7.36% 216,750 4,281 7.90% 136,258 Commercial R.E. Loans 196,670 4,716 9.63% 201,226 4,650 9.37% 194,968 Commercial Loans 74,706 1,847 10.01% 70,972 1,706 9.75% 73,7?? Commercial R.E. Mtg. - Constr. 12,199 261 8.66% 10,433 244 9.50% 9,257 Residential Mortgages - Constr. 24,465 362 6.01% 19,567 326 6.75% 8,788 Non-Rated IRB 1,833 38 11.85% 1,878 38 11.76% 2,759 Commercial Paper 0 0 0.00% 0 0 0.00% 0 Consumer Loans 14,754 355 9.48% 15,000 370 10.00% 19,347 Master Card 0 0 0.00% 0 0 0.00% 11,200 Overdrafts 1,184 0 0.00% 0 0 0.00% 1,393 -------- ------- ----- -------- -------- ----- --------- Total Loans 545,948 11,593 8.57% 535,824 11,615 8.76% 457,764 Total Earning Assets 921,175 16,874 7.41% 891,969 16,932 7.68% 807,534 Total Non-Earning Assets 43,296 41,368 45,555 -------- ------- ----- -------- -------- ----- --------- TOTAL ASSETS $964,471 $16,874 7.07% $933,337 $ 16,932 7.34% $ 853,089 ======== ======= ===== ======== ======== ===== ========= INVESTMENTS BEARING LIABILITIES - - ------------------------------- NOW Accounts $101,790 $ 413 1.65% $103,000 $ 513 2.02% $ 93,295 Regular Savings 66,995 442 2.68% 70,167 519 3.00% 62,793 The Cape Codder Account 91,939 960 4.23% 91,667 1,006 4.45% 89,820 Money Market Account 146,364 1,345 3.73% 145,667 1,437 4.00% 144,735 Other Time Deposits 152,074 2,049 5.46% 151,167 2,080 5.58% 125,023 -------- ------- ----- -------- -------- ----- --------- Total Interest-bearing Deposits 559,162 5,209 3.78% 561,668 5,555 4.01% 515,666 Borrowings FHLB Borrowing 183,362 2,722 6.02% 151,311 2,224 5.99% 142,346 Other Borrowings 9,740 118 4.93% 12,333 143 4.70% 7,971 -------- ------- ----- -------- -------- ----- --------- Total Borrowings 193,102 2,840 5.97% 183,644 2,367 5.89% 150,317 Total Deposits and Borrowings 752,264 8,049 3.55% 725,312 7,922 3.61% 6?5,983 DDA Balances 131,736 126,000 116,213 Other Liabilities 4,184 5,999 3,167 Shareholder's Equity 76,287 76,026 67,726 -------- -------- --------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $964,471 8,049 3.33% $933,337 7,922 3.45% $ 853,089 ======== ======= ===== ======== ======== ===== ========= Net Interest Income: $ 8,825 $ 9,010 ======= ======== As a % of Total Earnings Assets 3.86% 4.07% 4.33% ======== ======== ========= As a % of Total Assets 3.69% 3.89% 4.00% ======== ======== ========= Average Equity to Average Assets 7.91% 8.15% 7.94% ======== ======== ========= Average Loans/Average Deposit 79.02% 77.92% 72.44% ======== ======== ========= Book Value $ 17.02 $ 17.02 $ 15.15 Market Price $ 44.00 $ 0.00 $ 27.00 Annual Dividend Rate $ 0.96 $ 1.00 $ 0.84 Dividend Yield 2.18% 0.00% 3.11%
8. Cape Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- PART II . OTHER INFORMATION Item 1. Legal Proceedings. The Bank is not involved in any material pending legal proceedings. Item 2. Changes in Securities. There have been no changes in securities of the Bank during the period covered by this report. Item 3. Defaults upon Senior Securities. There have been no defaults upon senior securities. Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to security holders during the period covered by this report. Item 5. Other Information. There is nothing to report under this item. Item 6. Exhibits and Reports on form 8-K. (A) Exhibits None. (B) Reports on Form 8-K. None for this period. 9. Cape Cod Bank and Trust Company Form 10-Q March 31, 1998 - - -------------------------------------------------------------------------------- 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, thereunto duly authorized. (Registrant) Cape Cod Bank and Trust Company -------------------------------------------------------------------- By (Signature and Title)* /s/ Noal D. Reid _______________________________________________________ Noal D. Reid, Chief Financial Officer and Treasurer Date May 15, 1998 ____________________________________________________________________________ By (Signature and Title)* /s/ Daniel G. Barrie _______________________________________________________ Daniel G. Barrie, Controller and Assistant Treasurer Date May 15, 1998 ____________________________________________________________________________ 10. EX-99.3 10 QUARTERLY REPORT OF BANK/FORM 10-Q EXHIBIT 99.3 ================================================================================ FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 20429 ======================== FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 - FDIC CERTIFICATE NUMBER: 10538 ============================================ CAPE COD BANK AND TRUST COMPANY ------------------------------- (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-1465780 ------------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601 - - --------------------------------------- ----- (Address of principal executive office) (Zip Code) (Registrant's telephone #, incl. area code): 508-394-1300 ------------ =============================== Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - - ------------------- ----------------------------------------- NONE - - ---- =============================== Securities registered pursuant to Section 12(g) of the Act: Title of class Name of each exchange on which registered - - -------------- ----------------------------------------- COMMON CAPITAL STOCK NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. - - -------------------- ------------------------------------------------------ =============================== Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [_] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [_] Yes [_] No (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. THERE WERE 4,530,532 -------------------- SHARES OF COMMON STOCK AS OF JULY 31, 1998. - - ------------------------------------------ 1. Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 - - -------------------------------------------------------------------------------- TABLE OF CONTENTS
SECTION DESCRIPTION PAGE NO. - - ------- ----------- -------- PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Financial Condition June 30, 1998 (Unaudited) and December 31, 1997 3 Consolidated Statements of Income Six Months Ended June 30, 1998 and 1997 (Unaudited) 4 Three Months Ended June 30, 1998 and 1997 (Unaudited) Consolidated Statements of Cash Flows Six Months Ended June 30, 1998 and 1997 (Unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition 6-8 and Results of Operations PART II OTHER INFORMATION 9 SIGNATURES 10
2. Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CONDITION JUNE 30, 1998 AND DECEMBER 31, 1997 CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
June 30, December 31, 1998 1997 (Dollar amounts in thousands) ASSETS Cash and due from banks $ 49,160 $ 34,213 ---------- --------- Total cash and cash equivalents 49,160 34,213 ---------- --------- Investment securities U.S. Government agencies 26,072 75,528 State and municipal obligations 18,922 16,323 Other bonds, notes and debentures 420,377 282,841 Corporate stock 18,749 16,804 ---------- --------- Total investment securities 484,120 391,496 ---------- --------- Loans Commercial loans 78,747 72,162 Construction mortgage loans 48,738 34,798 Commercial mortgage loans 216,056 198,944 Industrial revenue bonds 1,673 1,883 Residential mortgage loans 247,556 207,665 Consumer loans 18,283 16,391 ---------- --------- Total loans 611,053 531,843 Less: Reserve for possible loan losses (11,053) (10,962) ---------- --------- Net loans 600,000 520,881 Bank premises and equipment 12,495 12,305 Other assets 16,706 15,000 ---------- --------- Total assets $1,162,481 $ 973,895 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Demand deposits $ 160,199 $ 147,495 NOW account deposits 108,184 103,755 Money market account deposits 144,976 149,097 Other savings deposits 158,867 158,197 Certificates of deposits of $100,000 or more 27,675 26,453 Other time deposits 121,027 124,263 ---------- --------- Total deposits 720,928 709,260 Borrowing from the Federal Home Loan Bank 336,014 171,295 Other short-term borrowings 18,857 11,662 Other liabilities 6,888 6,042 ---------- --------- Total liabilities 1,082,687 898,259 ---------- --------- Commitments Stockholders' equity Common stock, $2.50 par value Authorized: 12,000,000 shares Outstanding: 4,530,532 shares 11,326 11,326 Surplus 25,230 25,230 Undivided profits 42,227 38,677 Unrealized gain on securities available for sale 1,011 403 ---------- --------- Total stockholders' equity 79,794 75,636 ---------- --------- Total liabilities and stockholders' equity $1,162,481 $ 973,895 ========== =========
3. Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
Three Months Ended Six Months Ended June 30, June 30 1998 1997 1998 1997 ---- ---- ---- ---- INTEREST INCOME Interest and fees on loans $12,425 $10,970 $24,017 $21,564 Interest and dividends on securities U.S. Government agencies 2,700 3,929 5,712 7,296 State and municipal obligations 356 337 563 774 Other bonds, notes and debentures 1,966 766 3,668 1,733 Corporate stock 450 358 810 696 ------- ------- ------- ---------- Total interest income 17,897 16,360 34,770 32,063 ------- ------- ------- -------- INTEREST EXPENSE Interest on certificates of deposit of $100,000 or more 376 279 739 504 Interest on other deposits 4,499 4,968 9,344 9,647 Interest on short-term borrowings 3,423 2,180 6,263 4,320 ------- ------- ------- -------- Total interest expense 8,298 7,427 16,346 14,471 ------- ------- ------- -------- Net interest income 9,599 8,933 18,424 17,592 Provision for loan losses -- -- -- -- ------- ------- ------- -------- Net interest income after provision for loan losses 9,599 8,933 18,424 17,592 ------- ------- ------- -------- NON-INTEREST INCOME Trust and Investment division fees 1,376 1,035 2,559 2,251 Credit card merchant fees 739 653 1,271 1,117 Service charges on deposit accounts 1,098 1,086 2,039 2,052 Settlement from software provider -- -- -- 1,900 Gain (loss) on sale or writedown of investment 105 114 231 225 securities Other 528 875 1,190 1,716 ------- ------- ------- -------- Total non-interest income 3,846 3,763 7,290 9,261 ------- ------- ------- -------- NON-INTEREST EXPENSE Salaries and wages 2,724 2,908 5,344 5,743 Employee benefits 981 1,056 2,174 2,385 Occupancy expense 571 553 1,129 1,040 Equipment rental and expense 474 503 978 1,014 Credit card processing expense 687 737 1,238 1,104 Other 2,541 2,621 5,418 5,041 ------- ------- ------- -------- Total non-interest expense 7,978 8,378 16,281 16,327 ------- ------- ------- -------- Income before income taxes 5,467 4,318 9,433 10,526 Provision for income taxes 2,143 1,660 3,709 4,060 ------- ------- ------- -------- Net income $ 3,324 $ 2,658 $ 5,724 $ 6,466 ======= ======= ======= ======== Average shares outstanding 4,530,532 4,530,532 4,530,532 4,530,532 Primary earnings (loss) per share $ .73 $ .59 $ 1.26 $ 1.43
Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
1998 1997 ---- ---- CASH PROVIDED (USED) BY OPERATING ACTIVITIES Net income $ 5,724 $ 6,466 Adjustments to reconcile net income to net cash: Provision for loan losses --- --- Depreciation and amortization 991 999 Net (gain) loss on sale or writedown of securities (231) (225) Net increase (decrease) in taxes payable (1,163) (919) Other, net (3,261) (4,224) ---------- ---------- Net cash provided (used) by operating activities $ 2,060 $ 2,097 ---------- ---------- CASH PROVIDED (USED) BY INVESTING ACTIVITIES Net (increase) decrease in loans $ (123,707) $ (56,354) Proceeds from sale of loans 44,933 7,355 Disposition of property from defaulted loans 405 180 Maturities of securities 221,512 89,290 Purchase of available for sale securities (755,056) (216,703) Sale of available for sale securities 444,575 103,512 Purchase of premises and equipment (1,182) (626) ---------- ---------- Net cash provided (used) by investing activities $ (168,520) $ (73,346) ---------- ---------- CASH PROVIDED (USED) BY FINANCING ACTIVITIES Net increase (decrease) in deposits $ 11,668 $ 44,810 Net increase in borrowings from the Federal Home Loan Bank 164,719 41,127 Net increase (decrease) in other short-term borrowings 7,195 2,349 Cash dividends paid on common stock (2,175) (1,903) ---------- ---------- Net cash provided (used) by financing activities $ 181,407 $ 86,383 ---------- ---------- Net increase in cash and cash equivalents $ 14,947 $ 15,134 ---------- ---------- Cash and cash equivalents at beginning of year $ 34,213 $ 20,961 ---------- ---------- Cash and cash equivalents at end of quarter $ 49,160 $ 36,095 ========== ========== Cash equivalents include amounts due from banks and federal funds SUPPLEMENTAL DISCLOSURES OF CASH FLOW Cash paid for: Interest $ 8,062 $ 7,337 Income taxes $ 4,355 $ 1,559
Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 - - -------------------------------------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Earnings for the second quarter were $.73 compared to $.59 a year ago, a 24% increase. A strong spring season on the Cape resulted in good deposit growth which enhanced earnings, as did control of noninterest expense. Continued growth in loan volume was also a factor. Earnings for the 1st six months were $1.26 compared to $1.43 last year. Last year's earnings included $.24 per share of a settlement from a software provider. Deposits and loans grew 22% and 6%, respectively, over a year ago. Demand and NOW account deposits continued to grow at an excellent rate of 11%. Residential mortgage growth also continued as the Bank increased its market share of loan origination on Cape Cod. We also expanded our borrowings and invested the proceeds to support earnings. Capital at quarter end was $79,794,264 and is currently 6.9% of total assets which exceeded a billion dollars for the first time in the Bank's history, closing at $1,159,822,319. The loan loss reserve was $11,052,524 or 1.8% of loans, still well above industry average. Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 ================================================================================ CAPE COD BANK & TRUST COMPANY COMPARATIVE BALANCE SHEET, RATES AND SPREAD JUNE 30, 1997
--------------ACTUAL------------------ ---------------BUDGET--------------- Average Average Average Average Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Balance Interest Yield Balance Interest Yield --------- ---------- -------- --------- ---------- -------- EARNING ASSETS - - -------------- Securities U.S. Government-CMO 110,991,627 3,655,998 6.61% 60,000,000 1,800,000 6.00% U.S. Government Agencies 57,645,506 1,796,010 6.28% 75,000,000 2,082,738 5.60% Other CMO's 56,660,137 1,725,246 6.10% 25,000,000 750,000 6.00% State & Municipal Agencies 18,267,790 361,239 5.28% 20,000,000 406,630 5.42% CCB&T Securities 50,335,113 1,606,813 6.43% 49,965,750 1,498,974 6.00% Other Securities 51,802,362 1,351,770 5.27% 105,399,667 3,061,666 5.81% ------------ ----------- ------------ ----------- Total Investments 345,702,535 10,497,076 6.17% 335,365,417 9,599,997 5.82% Residential R.E. Loans 143,868,759 5,938,130 8.18% 132,750,000 5,526,217 8.33% Commerical R.E. Loans 194,627,935 9,185,144 9.52% 192,350,000 9,061,666 9.50% Commerical Loans 78,913,845 3,848,878 10.01% 72,368,333 3,410,448 9.51% Commerical R.E. Mg. - Construction 10,689,460 535,238 10.10% 6,927,083 309,591 9.02% Residential Mortgages - Construction 9,376,870 342,586 7.37% 6,927,083 309,591 9.02% Non-Rated IRB 2,622,185 89,368 9.79% 3,060,417 121,395 11.40% Commerical Paper 0 0 0.00% 1,250,000 34,716 5.45% Consumer Loans 18,964,529 939,324 9.90% 18,968,679 877,395 9.30% Master Card 11,132,660 684,880 12.30% 12,141,667 752,557 12.50% ------------ ----------- ------------ ----------- Total Loans 470,196,243 21,563,538 9.22% 446,733,252 20,403,596 9.21% Total Earning Assets 815,888,778 32,060,614 7.93% 782,098,669 30,003,583 7.76% Total Non-Earning Assets 49,976,046 35,951,505 ------------ ----------- ------------ ----------- TOTAL ASSETS 865,874,824 32,060,614 7.46% 818,050,174 30,003,583 7.41% ============ =========== ============ =========== INTEREST BEARING LIABILITIES - - ---------------------------- NOW Accounts 94,603,671 903,757 1.93% 90,958,333 911,310 2.02% Regular Savings 63,078,218 993,598 3.18% 60,200,000 970,290 3.25% The Cape Codder Account 87,742,770 1,899,496 4.34% 101,000,000 2,228,963 4.45% Money Market Account 144,495,689 2,791,290 3.90% 150,000,000 2,975,179 4.00% Other Time Deposits 132,031,141 3,573,103 5.46% 124,332,436 3,453,936 5.60% ------------ ----------- ------------ ----------- Total Interest-bearing Deposits 521,951,489 10,151,244 3.92% 526,490,769 10,539,678 4.04% Borrowings FHLB Borrowing 142,208,211 4,130,963 5.86% 96,250,000 2,728,399 5.77% Other Borrowings 8,595,536 189,252 4.44% 11,000,000 247,450 4.54% ------------ ----------- ------------ ----------- Total Borrowings 150,803,747 4,320,215 5.78% 106,250,000 2,975,849 5.64% Total Deposits and Borrowings 672,755,236 14,471,459 3.58% 632,740,769 13,515,527 3.49% DDA Balances 121,006,432 113,916,667 Other Liabilities 3,465,675 4,513,412 Shareholder's Equity 68,647,481 66,879,326 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 865,874,824 14,471,459 3.37% 818,050,174 13,515,527 3.34% ============= ----------- -------- ============ ----------- ------- Net Interest Income: 17,589,155 16,488,066 =========== =========== As a % of Total Earning Assets 4.35% 4.27% ======== ======= As a % of Total Assets 4.09% 4.07% ======== ======= Average Equity to Average Assets 7.93% 8.18% ======== ======= Average Loans/Average Deposit 73.13% 69.76% -------- ------- -----------------VARIANCE---------------- Average Average Y-T-D Y-T-D Y-T-D Balance Interest Yield ---------- ------------ --------- EARNING ASSETS - - -------------- Securities U.S. Government-CMO 50,991,627 1,855,998 0.61% U.S. Government Agencies (17,354,494) (286,728) 0.68% Other CMO's 1,660,137 975,246 0.10% State & Municipal Agencies 1,732,210) (45,391) -0.14% CCB&T Securities 369,363 107,839 0.43% Other Securities 3,597,305) (1,709,886) -0.54% ---------- ----------- -------- Total Investments 10,337,118 897,079 1.14% Residential R.E. Loans 11,118,759 411,913 -0.15% Commerical R.E. Loans 2,277,935 123,458 0.02% Commerical Loans 6,555,512 438,430 0.50% Commerical R.E. Mg. - Construction 3,762,377 225,647 1.08% Residential Mortgages - Construction Non-Rated IRB (438,232) (32,037) -1.61% Commerical Paper (1,250,000) (34,716) -5.45% Consumer Loans (4,150) 61,929 0.60% Master Card (1,008,997) (67,677) -0.20% ---------- ----------- -------- Total Loans 21,013,204 1,126,947 -5.21% Total Earning Assets 33,800,109 2,057,021 0.17% Total Non-Earning Assets 14,024,541 0 0.00% ---------- ----------- -------- 47,824,650 2,057,021 0.05% TOTAL ASSETS ========== =========== ======== INTEREST BEARING LIABILITIES - - ---------------------------- 3,645,338 (7,553) -0.09% NOW Accounts 2,878,216 23,308 -0.07% Regular Savings (13,257,230) (339,467) -0.11% The Cape Codder Account (5,504,311) (183,889) -0.10% Money Market Account 7,698,705 119,167 -0.14% Other Time Deposits ---------- ----------- -------- Total Interest-bearing Deposits (4,539,280) (388,434) -0.51% Borrowings FHLB Borrowing 46,958,211 1,402,564 0.09% Other Borrowings (2,404,464) (58,198) -0.10% ---------- ----------- -------- Total Borrowings 44,553,747 1,344,366 -0.01% Total Deposits and Borrowings 40,014,467 955,932 0.09% DDA Balances 7,089,765 0 0.00% Other Liabilities (1,047,737) 0 0.00% Shareholder's Equity 1,768,166 0 0.00% ---------- ----------- -------- TOTAL LIABILITIES AND SHAREHOLDER EQUITY 47,824,650 955,932 0.03% ========== =========== ======== Net Interest Income: 1,101,089 =========== As a % of Total Earning Assets 0.08% ======== As a % of Total Assets Average Equity to Average Assets -0.25% ======== Average Loans/Average Deposit 3.37% ========
Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 - - -------------------------------------------------------------------------------- CAPE COD BANK & TRUST COMPANY COMPARATIVE BALANCE SHEET, RATES AND SPREAD FOR THE PERIOD ENDED JUNE 30, 1998
--------------1998 ACTUAL-------------- --------------1998 BUDGET------------- 1997 ($OOO THOUSANDS) AVE. AVE. AVE. AVE. AVE. Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D BALANCE INTEREST YIELD BALANCE INTEREST YIELD BALANCE ----------- ------------ --------- --------- ------------ --------- ---------- EARNINGS ASSETS - - --------------- Securities Mortgage-Backed Securities $ 7,865 $ 242 6.15% $ 0 $ 0 0.00% $ 0 U.S. Government-CMO 109,953 3,205 5.85% 63,333 1,979 6.25% 110,992 U.S. Government Agencies 47,514 1,311 5.52% 75,000 2,176 5.85% 57,646 Other CMO's 45,473 1,325 5.83% 26,250 820 6.25% 56,660 State & Municipal Agencies 17,127 374 5.83% 19,833 403 5.42% 18,268 CCB&T Securities 60,848 1,808 5.98% 49,966 1,561 6.25% 50,335 Other Securities 89,179 2,490 5.57% 118,690 3,620 6.10% 51,802 ----------- ------------ --------- --------- ------------ --------- ---------- Total Investments 377,959 10,755 5.77% 353,072 10,559 6.07% 345,703 Residential R.E. Loans 228,471 8,361 7.32% 223,500 8,828 7.90% 143,869 Commercial R.E. Loans 204,157 9,649 9.56% 202,571 9,405 9.36% 194,627 Commercial Loans 77,078 3,799 9.94% 72,778 3,520 9.75% 77,500 Commercial R.E. Mtg. - Constr. 11,964 543 9.14% 11,142 525 9.50% 10,689 Residential Mortgages - Constr. 28,242 906 6.47% 18,858 631 6.75% 9,377 Non-Rated IRB 1,781 73 11.85% 1,814 74 11.75% 2,622 Commercial Paper 0 0 0.00% 0 0 0.00% 0 Consumer Loans 14,304 687 9.31% 15,000 744 10.00% 18,965 Master Card 0 0 0.00% 0 0 0.00% 11,133 Overdrafts 1,567 0 0.00% 0 0 0.00% 1,414 ----------- ------------ --------- --------- ------------ --------- ---------- Total Loans 567,564 24,018 8.53% 545,663 23,727 8.75% 470,196 Total Earning Assets 945,523 34,773 7.42% 898,735 34,286 7.70% 815,899 Total Non-Earning Assets 46,309 41,379 49,976 ----------- ------------ --------- --------- ------------ --------- ---------- TOTAL ASSETS $ 991,832 $ 34,773 7.07% $ 940,114 $ 34,286 7.36% $ 865,875 =========== ============ ========= ========= ============ ========= ========== INTEREST BEARING LIABILITIES - - ---------------------------- NOW Accounts $ 103,379 $ 720 1.40% $ 104,667 $ 1,049 2.02% $ 94,604 Regular Savings 66,510 824 2.50% 70,333 1,046 3.00% 63,078 The Cape Codder Account 92,085 1,874 4.10% 89,667 1,978 4.45% 87,743 Money Market Account 145,832 2,600 3.60% 145,000 2,876 4.00% 144,496 Other Time Deposits 150,734 4,065 5.44% 153,750 4,276 5.61% 132,031 ----------- ------------ --------- --------- ------------ --------- ---------- Total Interest-bearing Deposits 558,540 10,083 3.64% 563,417 11,225 4.02% 521,952 Borrowings FHLB Borrowing 203,035 5,993 5.95% 153,507 4,526 5.95% 142,208 Other Borrowings 11,131 270 4.90% 11,667 274 4.73% 8,596 ----------- ------------ --------- --------- ------------ --------- ---------- Total Borrowings 214,166 6,263 5.90% 165,174 4,800 5.86% 150,804 Total Deposits and Borrowings 772,706 16,346 3.49% 728,591 16,025 3.60% 672,756 DDA Balances 136,726 128,667 121,006 Other Liabilities 5,313 5,998 3,466 Shareholder's Equity 77,087 76,858 6?,647 ----------- --------- ---------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 991,832 16,346 3.32% $ 940,114 16,025 3.44% $ 865,875 =========== ============ ========= ========= ============ ========= ========== Net Interest Income: $ 18,427 $ 18,261 ============ ============ As a % of Total Earning Assets 3.93% 4.10% 4.35% =========== ========= ========== As a % of Total Assets 3.7?% 3.92% 4.09% =========== ========= ========== Average Equity to Average Assets 7.77% 8.18% 7.93% =========== ========= ========== Average Loans/Average Deposit 81.63% 73.84% 73.13% =========== ========= ========== Book Value $ 17.48 $ 17.43 $ 15.66 Market Price $ 40.63 $ 0.00 $ 28.50 Annual Dividend Rate $ 0.96 $ 1.00 $ 0.84 Dividend Yield 2.36% 0.00% 2.95%
Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 - - -------------------------------------------------------------------------------- PART II. OTHER INFORMATION Item 1. Legal Proceedings. The Bank is not involved in any material pending legal proceedings. Item 2. Changes in Securities. There have been no changes in securities of the Bank during the period covered by this report. Item 3. Defaults upon Senior Securities. There have been no defaults upon senior securities. Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to security holders during the period covered by this report. Item 5. Other Information. There is nothing to report under this item. Item 6. Exhibits and Reports on form 8-K. (A) Exhibits None. (B) Reports on Form 8-K. One report on Form 8-K has been filed. Cape Cod Bank and Trust Company Form 10-Q June 30, 1998 - - -------------------------------------------------------------------------------- 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, thereunto duly authorized. (Registrant) Cape Cod Bank and Trust Company -------------------------------------------------------------------- By (Signature and Title)* /s/ Noal D. Reid _______________________________________________________ Noal D. Reid, Chief Financial Officer and Treasurer Date August 10, 1998 ____________________________________________________________________________ By (Signature and Title)* /s/ Daniel G. Barrie _______________________________________________________ Daniel G. Barrie, Controller and Assistant Treasurer Date August 10, 1998 ____________________________________________________________________________ EX-99.4 11 PROXY STATEMENT EXHIBIT 99.4 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 CAPE COD BANK & TRUST COMPANY (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. CAPE COD BANK AND TRUST COMPANY 307 MAIN STREET HYANNIS, MASSACHUSETTS 02601 (508) 394-1300 November 6, 1998 Dear Stockholder: You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of Cape Cod Bank and Trust Company (the "Bank") to be held on Friday, December 4, 1998 at the Sheraton Hyannis Resort, West End Circle, Hyannis, Massachusetts, 02601 at 10 a.m., local time. At the Special Meeting, you are being asked to approve a Plan of Reorganization and Acquisition dated as of October 8, 1998, between the Bank and CCBT Bancorp, Inc. ("Bancorp") under which Bancorp will become the holding company for the Bank and each outstanding share of common stock of the Bank will be converted into one share of common stock of Bancorp. At the Special Meeting, you will also be asked to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof. The Board of Directors of the Bank unanimously recommends that stockholders vote FOR approval and adoption of the foregoing Reorganization proposal. On behalf of the management and directors of the Bank, I am pleased to be able to send you the enclosed Proxy Statement which includes information about the Bank and Bancorp and details about the proposed Reorganization. I urge you to read these materials carefully. Sincerely, /s/ Stephen B. Lawson STEPHEN B. LAWSON President and Chief Executive Officer REGARDLESS OF THE NUMBER OF SHARES YOU MAY OWN, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING. ACCORDINGLY, PLEASE PROMPTLY SIGN AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON WHETHER OR NOT YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD. CAPE COD BANK AND TRUST COMPANY 307 MAIN STREET HYANNIS, MASSACHUSETTS 02601 (508) 394-1300 ___________________ NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 4, 1998 NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of Cape Cod Bank and Trust Company (the "Bank"), will be held on Friday, December 4, 1998, at the Sheraton Hyannis Resort, West End Circle, Hyannis, Massachusetts, 02601 at 10 a.m., local time (together with all adjournments and postponements thereof, the "Special Meeting") for the following purposes: 1. To consider and vote upon the formation of a holding company by the approval of a Plan of Reorganization and Acquisition between the Bank and CCBT Bancorp, Inc. ("Bancorp") under which Bancorp will become the holding company for the Bank and each outstanding share of common stock of the Bank will be converted into one share of common stock of Bancorp. 2. To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. The Board of Directors of the Bank has fixed the close of business on October 19, 1998 as the record date (the "Record Date") for determination of stockholders entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. The affirmative vote of the holders of 662/3% of the outstanding common stock of the Bank is required for the approval of the Plan of Reorganization. Any holder of Bank common stock (i) who files with the Bank before the taking of the vote on the approval of the Plan of Reorganization written objection to the Plan of Reorganization, stating that he or she intends to demand payment for his shares if the Reorganization is consummated, and (ii) whose shares are not voted in favor of the Plan of Reorganization, has or may have the right to demand in writing from the Bank, within 20 days after the date of mailing to him or her of notice in writing that the Reorganization has become effective, payment for his or her shares and an appraisal of the value thereof. The Bank and any such stockholder shall follow the procedures set forth in Sections 86 to 98, inclusive, of Chapter 156B of the General Laws of Massachusetts. See "Voting, Revocation, and Solicitation of Proxies __ Appraisal Rights of Dissenting Stockholders" in the accompanying Proxy Statement for a description of procedures to be followed to exercise such rights. A copy of certain provisions of the General Laws of Massachusetts relating to the rights of dissenting stockholders is attached as Exhibit B to the accompanying Proxy Statement. The above matters are described in detail in the accompanying Proxy Statement. DIRECTIONS TO THE SPECIAL MEETING: Go west to the end of Main Street, Hyannis, to the Rotary. Take the third right off the Rotary, just past the Paddock Restaurant. The Sheraton Hyannis Resort will be on the left. By Order of the Board of Directors, /s/ John S. Burnett JOHN S. BURNETT Secretary Hyannis, Massachusetts November 6, 1998 WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE SPECIAL MEETING AND DESIRE TO WITHDRAW YOUR PROXY AND VOTE IN PERSON, YOU MAY DO SO. CAPE COD BANK AND TRUST COMPANY 307 Main Street Hyannis, Massachusetts 02601 (508) 394-1300 _________________________ PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS To Be Held on December 4, 1998 SUMMARY FORMATION OF HOLDING COMPANY On October 8, 1998, the Board of Directors of Cape Cod Bank and Trust Company (the "Bank"), unanimously voted to form a bank holding company for the Bank by approving the Plan of Reorganization and Acquisition (the "Plan") by which CCBT Bancorp, Inc. ("Bancorp"), a recently formed Massachusetts corporation, will become the holding company for the Bank, and each share of common stock of the Bank will be exchanged for one share of common stock of Bancorp, subject to appraisal rights of dissenting stockholders. See "Voting, Revocation and Solicitation of Proxies - Appraisal Rights of Dissenting Stockholders." Management of the Bank believes that the holding company structure will provide many advantages to the Bank, and will seek stockholder approval of the Plan at the Special Meeting. See "Formation of Holding Company - Reasons for the Reorganization." The following are some of the issues that you should consider in relation to the Plan; however this summary does not purport to be complete, and you should read the Proxy Statement in its entirety: . Rights of Stockholders. As a result of the holding company formation, stockholders of the Bank, whose rights are presently governed by Massachusetts banking law, will become stockholders of Bancorp, a Massachusetts corporation, and their rights will be governed by Massachusetts corporate law. Certain differences arise from this change in governing law, but the Bank believes that such differences are not material. See "Comparison of Rights of Holders of Bank Common Stock and Bancorp Common Stock." . Regulation. The Bank is subject to regulation and supervision by the Commissioner of Banks and the FDIC and will continue to be subject to such regulation after formation of the holding company. Bancorp will be subject to regulation and supervision by the Federal Reserve Board under the Bank Holding Company Act. Shares of stock of Bancorp will be subject to the registration and reporting requirements of the Securities and Exchange Commission (the "SEC"). See "Supervision and Regulation." . Control By Management and Board of Directors. The Board of Directors of the Bank unanimously approved the formation of the holding company. The initial Board of Directors of Bancorp will consist of 6 of the 14 persons currently serving on the Board of the Bank. As a result of the smaller size of the Board of Directors of the holding company, control of board actions will be concentrated in fewer persons. As of October 19, 1998, directors and officers of the Bank, together with their affiliates, owned as a group 3.91% of the total amount of shares outstanding and entitled to vote. See "Voting, Revocation and Solicitation of Proxies - Votes Required at the Meeting" and "Formation of Holding Company -Description of the Plan of Reorganization and Acquisition." . Expenses. The total expenses of the holding company formation are estimated to be $100,000. These costs include legal fees, printing and mailing costs, and costs of soliciting proxies. If the holding company structure is not consummated, such costs will be paid by the Bank. See "Voting, Revocation and Solicitation of Proxies - Solicitation and Other Expenses" and "Holding Company Formation -Conditions to Reorganization." THESE MATERIALS CONSTITUTE AN OFFERING OF SECURITIES BY CCBT BANCORP, INC. THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER GOVERNMENT AGENCY OR COMPANY. THE SECURITIES ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL INVESTED. AVAILABLE INFORMATION The Bank is exempt from filing reports with the SEC under the Securities Exchange Act of 1934; however, it files similar reports with the FDIC. Copies of the Bank's 1997 Proxy Statement and copies of the Bank's Form 10-K for the year ended December 31, 1997 and Form 10-Q for the quarter ended June 30, 1998, as filed with the FDIC, are available upon request, without charge, from the Bank. Such requests should be directed to: John S. Burnett, Secretary, Cape Cod Bank and Trust Company, 307 Main Street, Hyannis, Massachusetts 02601, telephone number (508) 394-1300. Such filings may also be obtained by calling the public files office of the FDIC's Registration, Disclosure and Securities Operations Unit at (202) 898-8913 or by faxing your request to such office at (202) 898- 3909. Following the holding company formation, Bancorp will file reports under the Securities Exchange Act of 1934 with the SEC rather than with the FDIC. 2 VOTING, REVOCATION AND SOLICITATION OF PROXIES SPECIAL MEETING This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of the Bank for use at the Special Meeting of Stockholders of the Bank to be held at the Sheraton Hyannis Resort, West End Circle, Hyannis, Massachusetts, 02601 at 10 a.m., local time, on Friday, December 4, 1998, and any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement. At the Special Meeting, stockholders of the Bank will be asked to consider and vote upon the following matters: 1. To consider and vote upon the formation of a holding company for the Bank by approval of the Plan of Reorganization and Acquisition, dated as of October 8, 1998 (the "Plan") between the Bank and CCBT Bancorp, Inc. ("Bancorp"), a newly-formed Massachusetts corporation organized at the direction of the Bank, and each of the transactions contemplated thereby, pursuant to which the Bank will become a wholly owned subsidiary of Bancorp, and each issued and outstanding share of common stock of the Bank, other than shares held by stockholders, if any, exercising dissenters' rights, will be converted into and exchanged for one share of common stock of Bancorp (the "Reorganization"). A copy of the Plan is attached as Exhibit A to the accompanying Proxy Statement; and 2. To transact such other business as may properly come before the meeting and any adjournments or postponements thereof. RECORD DATE The Board of Directors of the Bank has fixed the close of business on October 19, 1998 as the Record Date. Only the holders of shares of Bank common stock of record at the close of business on the Record Date will be entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. At the Record Date, 9,061,064 shares of Bank common stock were outstanding and entitled to vote. The presence in person or by proxy of the holders of a majority of the issued and outstanding shares of Bank common stock entitled to vote is required to constitute a quorum at the Special Meeting. PROXIES, VOTING AND REVOCATIONS Shares represented by a properly executed proxy received prior to the vote at the Special Meeting and not revoked will be voted at the Special Meeting as directed in the proxy. IF A PROXY IS SUBMITTED AND NO DIRECTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE APPROVAL AND ADOPTION OF THE PROPOSALS TO BE CONSIDERED AT THE SPECIAL MEETING. The Bank intends to count (i) shares of Bank common stock for which proxies or ballots have been received but with respect to which holders of shares have abstained on any matter and (ii) broker non-votes as present for purposes of determining the presence or absence of a quorum for the transaction of business. The persons named as proxies by stockholders may propose and vote for one or more adjournments or postponements of the Special Meeting to permit further solicitation of proxies in favor of the proposals to be considered at the Special Meeting. A holder of record of Bank common stock may revoke a proxy by filing an instrument of revocation with John S. Burnett, Secretary of the Bank, 307 Main Street, Hyannis, Massachusetts 02601. Such stockholder may also revoke a proxy by filing a duly executed proxy bearing a later date, or by appearing at the Special Meeting in person, notifying the Secretary, and voting by ballot at the Special Meeting. Any stockholder of record attending the Special Meeting may vote in person whether or not a proxy has been previously given, but the mere presence (without notifying the Secretary) of a stockholder at the Special Meeting will not constitute revocation of a previously given proxy. VOTES REQUIRED AT THE MEETING The affirmative vote of the holders of at least 66 2/3% of the outstanding shares of Bank common stock entitled to vote is required to approve and adopt the Plan. Stockholders of the Bank are entitled to one vote at the Special Meeting for each share of Bank common stock held of record at the close of business on the Record Date. At the close of business on the Record Date, 9,061,064 shares of Bank common stock were outstanding and entitled to vote, of which approximately 354,112 shares, or approximately 3.91%, were held by directors and executive officers of the Bank and their respective affiliates. In addition, one of the directors of the Bank is a beneficiary of the Abel D. Makepeace Trust 3 which, together with its trustees, holds approximately 10.4% of outstanding Bank common stock. Such director disclaims any voting or investment power for such shares held by the trust. APPRAISAL RIGHTS OF DISSENTING STOCKHOLDERS Any holder of Bank common stock who objects to the Plan and intends to assert dissenters' rights must follow the procedure set forth in Sections 86 to 98, inclusive, of Chapter 156B of the General Laws of Massachusetts. A brief summary of the applicable sections of the General Laws of Massachusetts is set forth below. However, this summary does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise their rights to dissent from the Reorganization and is qualified in its entirety be reference to such sections which are included in the accompanying Proxy Statement as Exhibit B. Any holder of Bank common stock intending to exercise dissenters' right to receive payment for his shares must file with the Bank, before the Special Meeting or at the Special Meeting but before the vote on the Plan, written objection stating that he intends to demand payment for his shares if the Plan is consummated, and such holder must not vote in favor of the Plan at the Special Meeting. Within 10 days after the Reorganization becomes effective, the Bank will give written notice of such effectiveness by registered or certified mail to each holder of Bank common stock who filed such written objection and who did not vote in favor of the Plan. Such written notice of effectiveness will be addressed to the stockholder at his last known address as it appears in the stock record books of the Bank. Within 20 days after the mailing of such notice, any holder of Bank common stock to whom the Bank was required to give such notice may make written demand for payment for his shares from the Bank and, in such event, the Bank will be required to pay to him the fair value of his shares within 30 days after the expiration of the period during which such demand may be made. If during such 30-day period the Bank and the dissenting stockholder fail to agree as to the fair value of such shares, the Bank or such stockholder may, within four months after such 30-day period, have the fair value of the stock of all dissenting stockholders determined by judicial proceeding by filing a bill in equity in the Superior Court in Barnstable County, Massachusetts. For the purposes of any such Superior Court determination, the value of the shares of the Bank is to be determined as of the day preceding the date of the vote of the stockholders approving the Plan and shall be exclusive of any element of value arising from the expectation of accomplishment of the Reorganization. Upon making such written demand for payment, the dissenting stockholder will not thereafter be entitled to receive notices of meetings of stockholders, to vote, or to receive dividends, unless no suit is filed within four months to determine the value of the stock, any such suit is dismissed as to that stockholder, or the stockholder withdraws his objection in writing with the written approval of the Bank. The enforcement by a dissenting stockholder of his right to receive payment for his Bank common stock in the manner provided by Sections 86 through 98 of Chapter 156B of the General Laws of Massachusetts will be his exclusive remedy, except that a stockholder shall not be precluded from bringing or maintaining an appropriate proceeding to obtain relief on the ground that consummation of the Reorganization will be or is illegal or fraudulent as to him. FEDERAL TAX CONSEQUENCES OF DISSENTING STOCKHOLDERS The receipt of cash by dissenting stockholders in payment for their stock will result in taxable gain or loss for such stockholders. THE TAX TREATMENT OF SUCH GAIN OR LOSS MAY VARY WITH THE PARTICULAR CIRCUMSTANCES OF EACH DISSENTING STOCKHOLDER. STOCKHOLDERS ARE URGED TO REVIEW THEIR TAX STATUS WITH THEIR PERSONAL TAX ADVISORS. See "Formation of Holding Company -Federal Income Tax Consequences." SOLICITATION AND OTHER EXPENSES The Bank will bear the cost of soliciting proxies from its stockholders, including mailing costs and printing costs in connection with this Proxy Statement. In addition to the use of the mails, proxies may be solicited by the directors, officers and certain employees of the Bank, and by personal interview, telephone or telegram. Such directors, officers and employees will not receive additional compensation for such solicitation but may be reimbursed for reasonable out-of-pocket expenses incurred in connection therewith. In addition, the Bank has retained Morrow & Co. to assist in soliciting proxies for the Special Meeting at a fee estimated to be approximately $7,500 plus out-of- pocket expenses. The Bank may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of Bank common stock. The Bank may reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred in connection therewith. The total expenses of the holding company formation are estimated to be $100,000. 4 PROPOSAL ONE FORMATION OF HOLDING COMPANY The following descriptions are qualified in their entirety by reference and made subject to the Plan of Reorganization and Acquisition attached hereto as Exhibit A, certain provisions of the General Laws of Massachusetts relating to the rights of dissenting stockholders attached hereto as Exhibit B, the form of Articles of Organization of Bancorp attached hereto as Exhibit C, and the form of By-laws of Bancorp attached hereto as Exhibit D. DESCRIPTION OF THE PLAN OF REORGANIZATION AND ACQUISITION Bancorp has been organized as a Massachusetts corporation at the direction of the Bank for the purpose of becoming the holding company of the Bank. Bancorp and the Bank have entered into the Plan of Reorganization and Acquisition (the "Plan"), which provides, subject to the exercise of dissenters' rights, for the acquisition of all the outstanding shares of Bank common stock by Bancorp in exchange for an equal number of shares of Bancorp common stock (the "Reorganization") pursuant to the provisions of Section 26B of Chapter 172 of the General Laws of Massachusetts. After consummation of the Reorganization, the Bank, as a subsidiary of Bancorp, will continue to serve the communities it presently serves from its existing office locations. The assets, property, rights and powers, debts, liabilities, obligations and duties of the Bank will not be changed by the Reorganization, except for the proposed initial transfer, subject to applicable law and any agreements of the Bank with regulatory agencies, of up to approximately $5 million from the Bank to Bancorp. See "Supervision and Regulation." The Cape Cod Bank and Trust Company 1997 Stock Option Plan (the "Option Plan") will become a plan of Bancorp. All other stock-related benefit plans of the Bank will be unchanged by the Reorganization, except that any plan which refers to Bank common stock, such as the Cape Cod Bank and Trust Company Employee Stock Ownership Plan and Trust, will, following the completion of the Reorganization, be deemed to refer instead to Bancorp common stock. The Directors, officers and other employees of the Bank will be unchanged by the Reorganization. The Board of Directors of Bancorp will initially consist of six of the fourteen persons currently serving as members of the Board of Directors of the Bank, as follows: Stephen B. Lawson, John F. Aylmer, Palmer Davenport, George D. Denmark, John Otis Drew, and William C. Snow. Background information about these board members is contained in the Bank's 1997 Annual Report. Because there are fewer board members of Bancorp than of the Bank, control of Bancorp's Board of Directors will be more concentrated after the holding company formation. The President and Chief Executive Officer, Chief Financial Officer and the Secretary of the Bank will initially be the persons serving as the executive officers of Bancorp. Under the Plan, Bancorp will become the owner of all the outstanding shares of the Bank common stock, and each stockholder of the Bank who does not exercise dissenters' rights with respect to the Plan will become the owner of one share of Bancorp common stock for each share of Bank common stock held immediately prior to the consummation of the Reorganization. On the effective date of the Reorganization, each share of Bank common stock will be automatically converted into and exchanged for one share of Bancorp common stock. The Reorganization will become effective at 12:01 a.m. on the business day following the date on which the Bank and Bancorp advise the Massachusetts Commissioner of Banks (the "Commissioner" or the "Commissioner of Banks") in writing that all the conditions precedent to the effectiveness of the Reorganization have been satisfied and that the Plan has not been abandoned by the Bank or Bancorp. As a condition to the consummation of the Reorganization, Bancorp and the Bank must receive certain regulatory approvals. See "Conditions of the Reorganization." Neither Bancorp nor the Bank can predict with any certainty whether such approvals on terms satisfactory to Bancorp and the Bank will be obtained, and, if so, the timing of such approvals. Accordingly, the consummation of the Reorganization may be subject to delay, which may, under certain circumstances, be significant. If the stockholders approve the Plan at the Special Meeting, Bancorp and the Bank shall have the right to consummate the Reorganization at any time thereafter. The number of shares of Bancorp common stock to be issued at the effective time of the Reorganization will equal the number of shares of Bank common stock issued and outstanding immediately prior thereto, less the number of shares of Bank common stock held by dissenting stockholders, if any. Shares of Bancorp common stock that would have been issued had dissenting stockholders not dissented will remain as authorized but unissued shares of Bancorp common stock. The shares of Bancorp common stock that are outstanding prior to the effective time of the Reorganization, all of which are presently held by the Bank, will be canceled as part of the Reorganization. The outstanding stock certificates of Bank common stock that, prior to the Reorganization, represented shares of Bank common stock, will thereafter for all purposes represent an equal number of shares of Bancorp common stock, except for certificates held by dissenting stockholders and as further described below. After the effective time of the Reorganization, Bancorp and the Bank will notify stockholders by mail at their addresses as shown on the Bank's records and by publication that they may present their certificates to the transfer agent (the "Transfer Agent") for 5 exchange. However, stockholders need not surrender stock certificates representing Bank common stock to the Transfer Agent in exchange for new certificates representing Bancorp common stock. The Transfer Agent will treat certificates of Bank common stock as representing, for all purposes, an equal number of shares of Bancorp common stock, and the holders of those certificates, other than those holders exercising dissenters' rights, will have all of the rights of stockholders of Bancorp. REASONS FOR THE REORGANIZATION The Board of Directors of the Bank believes that a holding company structure will provide flexibility for meeting the future financial needs of the Bank or other subsidiaries of Bancorp and responding to competitive conditions in the financial services market. As a bank holding company, Bancorp will not be subject to the same regulatory restrictions as the Bank and will be able to acquire and invest more freely in certain bank and bank-related activities such as owning a separately chartered savings and loan association and engaging in a wider range of lending and securities investment and underwriting activities through subsidiaries of the holding company. Bancorp will not be subject to the same regulatory limitations on the amounts which it can invest in its subsidiaries and other businesses, will have the ability to augment capital of the Bank by the incurrence of debt at the holding company level and will not be required to obtain regulatory approval before issuing shares of its capital stock, except under certain circumstances. Moreover, although the Bank is allowed to effect stock repurchases under state law, such repurchases by the Bank would be subject to regulatory approval under federal and Massachusetts banking laws while stock repurchases by Bancorp would not require state or federal approval, except in limited circumstances. See "Supervision and Regulation." The holding company structure may also facilitate the acquisition of other banks as well as other companies engaged in bank-related activities if and when opportunities arise. A holding company structure would permit an acquired entity to operate on a more autonomous basis as a wholly-owned subsidiary of Bancorp than it would as a division of the Bank. For example, the acquired institution could retain its own directors, officers, corporate name and local identity. This more autonomous operation may provide Bancorp with an advantage in certain acquisition negotiations. While the Bank, from time to time, may explore various acquisition possibilities, there are no current agreements or understandings for the acquisition of any financial institution or other company and there are no assurances that any such acquisitions will occur. Further, the holding company structure will allow for the flexibility to acquire and operate any non-banking businesses as separate entities at the discretion of management. As separate entities, such businesses may attain marketing advantages as well as greater flexibility with respect to compensation and other management matters. Thus, the Reorganization is expected to broaden the scope of services which may be offered to the public. Bancorp currently has not developed specific business plans with respect to such activities nor are there any current agreements or understandings with respect to any investments or the issuance of any additional shares of capital stock by either the Bank or Bancorp, except pursuant to options granted under the Option Plan. On the other hand, there may be advantages to conducting certain businesses within the Bank or as subsidiaries of the Bank. These would include ease of funding certain subsidiary activities (compared to more restrictive requirements for intercompany transactions between affiliates of holding companies) and less restrictive legal limits with respect to certain types of business such as insurance. In addition, some increased costs, including administrative expenses, will be incurred in the formation and operation of Bancorp. However, such increased costs are not expected to have a material adverse effect on the consolidated financial results of Bancorp and the Bank. FINANCIAL RESOURCES OF BANCORP In connection with the Reorganization, the Bank currently intends, subject to applicable law and any agreements of the Bank with regulatory agencies, to transfer up to approximately $5 million to Bancorp. The actual amount of funds which may be transferred, however, is subject to change and may be greater or less than this amount, depending on a number of factors, including Bancorp's and the Bank's future financial requirements and applicable regulatory restrictions. A transfer of $5 million to Bancorp would reduce the Bank's stockholders' equity as of June 30, 1998, to approximately $74,794,264. If such a transfer to Bancorp had been made on June 30, 1998, the leverage, Tier I capital, and risk- asset capital ratios of the Bank would have been approximately 7.30%, 10.64% and 11.88%, respectively. 6 Below are the pro forma capital ratios for the Bank before and after the Reorganization, as of June 30, 1998. CAPE COD BANK AND TRUST COMPANY PRO FORMA CAPITAL RATIOS JUNE 30, 1998
Bank Bank Pre-Holding Company Post-Formation* ------------------- --------------- ADJUSTED RISK WEIGHTED ASSETS Risk Asset Ratio 12.60% 11.88% (Well-capitalized minimum 10%) Leverage Ratio 7.75% 7.30% (Well-capitalized minimum 5%) Tier 1 Capital Ratio 11.36% 10.64% (Well-capitalized minimum 6%)
* Reflects contribution of $5 million in investment securities to Bancorp. The $5 million initial transfer to Bancorp is anticipated to enable Bancorp, as market conditions warrant, to engage in general corporate activities, such as funding of regular quarterly dividends and stock repurchases, and also to establish non-bank subsidiaries to engage in new activities without having to rely solely on new dividends from the Bank to support those activities. However, although it is contemplated that regular quarterly dividends will occur after Bancorp is the holding company of the Bank, no definite plans exist at this time as to any other of the corporate activities described above. It should also be noted, however, that bank holding companies such as Bancorp have a much more extensive array of permissible investments than banks such as the Bank. Of course, any contribution to Bancorp would be subject to receipt of all necessary federal and state bank regulatory approvals. Additional financial resources may be available to Bancorp in the future through borrowings, debt or equity financings, or dividends from the Bank, other acquired entities or new businesses. In addition, the Bank may lend amounts to Bancorp both prior to the effective time of the Reorganization and thereafter, subject to certain restrictions on transactions with insured bank affiliates under the Federal Reserve Act. There can be no assurance, however, as to the amount of additional financial resources which will be available to Bancorp. 7 CAPITALIZATION The following table sets forth (i) the consolidated capitalization of the Bank as of June 30, 1998; (ii) the pro forma consolidated capitalization of the Bank as of June 30, 1998 after giving effect to the Reorganization (which reflects the proposed transfer of up to $5 million from the Bank's undivided profits to Bancorp), and (iii) the pro forma capitalization of Bancorp on a consolidated basis after giving effect to the Reorganization. The pro forma consolidated capitalization of Bancorp as of June 30, 1998 will be the same as the consolidated capitalization of the Bank as of that date. However, the pro forma capitalization of the Bank is changed as a result of the $5 million proposed transfer by the Bank to Bancorp. CAPE COD BANK AND TRUST COMPANY STATEMENTS OF CONDITION AS OF JUNE 30, 1998
ASSETS BANK BANK BANCORP - - ------ (ACTUAL (PRO FORMA (PRO FORMA CONSOLIDATED) CONSOLIDATED) CONSOLIDATED) ------------- ------------- ------------- Cash and due from banks $ 46,462,003 $ 46,462,003 $ 46,462,003 Investment securities 484,126,375 479,126,375 (1) 484,126,375 Total Loans 611,162,319 611,162,319 611,162,319 Less: Reserve for loan losses (11,052,524) (11,052,524) (11,052,524) -------------- -------------- -------------- Net loans 600,109,795 60,109,795 600,109,795 Bank Premises and equipment 12,511,943 12,511,943 12,511,943 Other assets 16,612,203 16,612,203 16,612,203 -------------- -------------- -------------- Total Assets $1,159,822,319 $1,154,822,319 $1,159,822,319 ============== ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY - - ------------------------------------ Demand deposits 156,456,195 156,456,195 156,456,195 NOW account deposits 108,184,491 108,184,491 108,184,491 Money Market accounts deposits 144,975,871 144,975,871 144,975,871 Other savings 158,867,393 158,867,393 158,867,393 Certificates of deposit of $100,000 or more 27,674,878 27,674,878 27,674,878 Other time deposits 121,024,948 21,024,948 121,024,948 -------------- -------------- -------------- Total Deposits 717,183,776 717,183,776 717,183,776 Borrowing from the Federal Home Loan Bank 336,014,378 336,014,378 336,014,378 Other short-term borrowings 18,857,045 18,857,045 18,857,045 Other liabilities 7,972,855 7,972,855 7,972,855 -------------- -------------- -------------- Total Liabilities 1,080,028,055 1,080,028,055 1,080,028,055 Stockholders' equity-Common stock Capital Stock (2) 22,652,660 22,652,660 9,061,064 (3) Surplus 13,903,294 13,903,294 27,494,890 (3) Undivided profits 42,227,025 37,227,025 42,227,025 Unrealized gain on securities available for sale 1,011,285 1,011,285 1,011,285 -------------- -------------- -------------- Total stockholders' equity 79,794,264 74,794,264 79,794,264 -------------- -------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,159,822,319 $1,154,822,319 $1,159,822,319 ============== ============== ==============
(1) Reduction reflects contribution of $5 million in investment securities to Bancorp. (2) Reflects 2-for-1 stock split effected as a stock dividend during August, 1998. (3) Reflects difference in par value of the Bank's common stock ($2.50 par) and Bancorp's common stock ($1.00 par). 8 CONDITIONS OF THE REORGANIZATION The Plan provides that it shall not become effective, and thus the Reorganization will not occur, until all of the following first shall have occurred: (i) the Plan shall have been approved by a vote of the holders of 662/3% of the outstanding common stock of the Bank; (ii) the Plan shall have been approved by the Commissioner of Banks under Section 26B of Chapter 172 of the General Laws of Massachusetts; (iii) any approval, consent, waiver, or confirmation of no objection required by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") shall have been received and any waiting period imposed by applicable law shall have expired; (iv) the Bank and Bancorp shall have received a favorable opinion from counsel concerning the federal income tax consequences of the Reorganization; (v) Bancorp common stock to be issued in exchange for Bank common stock shall have been registered or qualified, if necessary, for issuance under applicable federal and state securities laws; and (vi) the Bank and Bancorp shall have obtained all other necessary consents or approvals required for the holding company formation. The Bank intends to file an application with the Commissioner of Banks to obtain approval of the Plan under Section 26B of Chapter 172 of the General Laws of Massachusetts after the date of this Proxy Statement. The Commissioner will not grant his approval until the Plan has been approved by the Bank's stockholders. In addition, the Bank intends to file, after the date hereof, a notice of one bank holding company formation with the Federal Reserve Board. Bancorp also currently intends to file an application to register with the Federal Reserve Board as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act" or the "BHCA"). Any delays which are encountered in seeking any of the foregoing regulatory approvals could result in a delay in the consummation of the Reorganization. See "Supervision and Regulation." If the Plan is approved by the Bank's stockholders at the Special Meeting, the formation of the holding company structure is currently expected to become effective as soon thereafter as the required regulatory approvals are received. Bank and Bancorp have the right under the terms of the Plan to abandon the Reorganization if, among other things, regulatory approvals cannot be obtained or if the conditions or obligations associated with such regulatory approvals make the Reorganization inadvisable in the opinion of the Bank or Bancorp. In addition, the Plan also provides that it may be abandoned by the Board of Directors of the Bank or Bancorp if, among other things (i) the number of shares of Bank common stock owned by dissenting stockholders will make consummation of the Reorganization inadvisable in the opinion of the Bank or Bancorp; (ii) any action, suit, proceeding or claim has been instituted, made or threatened relating to the Plan which will make consummation of the Reorganization inadvisable in the opinion of the Bank or Bancorp; or (iii) for any other reason consummation of the Reorganization is inadvisable in the opinion of the Bank or Bancorp. Moreover, the Plan may be amended by the mutual consent of the Boards of Directors of Bancorp and the Bank (i) prior to its approval by the stockholders of the Bank, in any respect, and (ii) subsequent to such approval, in any respect, provided that the Commissioner shall approve of such amendment or modification. If the Plan is not approved at the Special Meeting or all of the necessary regulatory approvals are not obtained, the Bank will continue to operate without a holding company structure. All expenses in connection with the Reorganization will be paid by the Bank whether or not the Plan is approved by its stockholders or the Reorganization is consummated. The Bank intends to seek approval for the listing of Bancorp common stock in substitution for Bank common stock on the Nasdaq National Market System using the symbol "CCBT" subject to completion of the holding company formation. The Bank expects that approval for this substitution will be received prior to consummation of the Reorganization. REQUIREMENTS AND STATUS OF REGULATORY APPROVALS In order to consummate the Reorganization, the Bank must receive regulatory approvals from the Federal Reserve Bank of Boston and the Massachusetts Commissioner of Banks. The Bank filed a notice with the Federal Reserve Bank of Boston on October 26, 1998 and is awaiting comments thereon. In accordance with state law, upon receipt of stockholder approval for the Reorganization, the Bank will file an application for approval from the Massachusetts Commissioner of Banks. 9 FEDERAL INCOME TAX CONSEQUENCES The Bank will not seek a ruling from the Internal Revenue Service concerning the federal income tax consequences of the proposed holding company formation, but will instead rely on an opinion of its counsel, Goodwin, Procter & Hoar LLP. Unlike a private letter ruling from the Internal Revenue Service, an opinion of counsel has no binding effect on the Internal Revenue Service. Based on such opinion, the material federal tax results of the Reorganization would be as follows: 1. No gain or loss will be recognized by the stockholders of the Bank upon the exchange of their common stock of the Bank solely for Bancorp common stock. 2. No gain or loss will be recognized by the Bank as a result of the proposed transaction. 3. No gain or loss will be recognized by Bancorp upon the receipt of shares of Bank common stock solely in exchange for Bancorp common stock. 4. The basis of the Bancorp common stock to be received by each stockholder of the Bank will be the same as the basis of Bank common stock surrendered in exchange therefor. 5. The holding period of the Bancorp common stock to be received by each stockholder of the Bank will include the holding period of Bank common stock surrendered in exchange therefor, provided that such Bank common stock was held as a capital asset in the hands of such stockholder. 6. Stockholders of the Bank who exercise their dissenters' appraisal rights and receive cash in exchange for their shares of Bank common stock will recognize taxable income or gain or loss for federal income tax purposes in connection with the transaction. The amount of that income or gain or loss and the character of that income or gain or loss (that is, whether it constitutes ordinary income, short-term capital gain or loss or long-term capital gain or loss) will turn upon a number of factual considerations peculiar to the individual stockholder. If a stockholder exercises dissenters' appraisal rights with respect to all of his or her shares of Bank common stock, and if no shares are constructively owned by him under the rules of Section 318 (a) (or if such constructive ownership is waived under the rules of Section 302 (c) (2) ), then the transaction should qualify as a sale or exchange of the stock under Section 302(a), rather than a dividend. If the shares of Bank common stock qualify as "capital assets" in the hands of such a stockholder and if the shares have been held for more than one year, then any gain recognized on the exchange should qualify for long-term capital gain treatment. If, however, a stockholder fails to exercise dissenters' appraisal rights as to all shares owned by him or her (or is considered to constructively own shares under Section 318(a)), then the transaction might be treated as a dividend to the stockholder, depending upon whether or not it qualifies as "not essentially equivalent to a dividend" within the meaning of Section 302 (b) (1), or as "a substantially disproportionate redemption" within the meaning of Section 302 (b) (2). If the transaction were treated as a dividend, then the entire payment could be taxable as ordinary income, depending upon the circumstances. Any stockholder of the Bank considering exercising his dissenters' appraisal rights with respect to any shares of Bank common stock should consult his personal income tax advisor for specific advice with respect to the federal income tax consequences of that exercise. ACCOUNTING TREATMENT The Reorganization is expected to qualify as a pooling of interests for accounting purposes. Under this method of accounting, the assets and liabilities of the Bank and Bancorp will be combined and carried forward at their previously recorded amounts and the stockholders' equity accounts of the Bank and Bancorp will be combined on Bancorp's consolidated balance sheet. See "Formation of Holding Company - Capitalization." 10 BUSINESS OF BANCORP Bancorp was incorporated under the laws of the Commonwealth of Massachusetts on October 8, 1998, at the direction of the Board of Directors and management of the Bank, for the purpose of becoming a bank holding company by acquiring all of the outstanding shares of the Bank. Bancorp has not yet undertaken any business activities and there are no operating business activities currently proposed for Bancorp. In the future, Bancorp may become an operating company or acquire banks or companies engaged in bank-related activities and may engage in or acquire such other businesses or activities as may be permitted by applicable law. Upon consummation of the Reorganization, Bancorp will own all of the outstanding common stock of the Bank. The estimated date of the consummation of the Reorganization is February 26, 1999. A copy of Bancorp's Articles of Organization is attached hereto as Exhibit C and a copy of Bancorp's By-laws is attached hereto as Exhibit D. BUSINESS OF THE BANK The Bank is a state-chartered commercial bank with trust powers, organized under the laws of the Commonwealth of Massachusetts. The present Bank is the result of a merger between the Hyannis Trust Company and the Cape Cod Trust Company in 1964 and a subsequent merger with the Buzzards Bay National Bank in 1974. In addition to the main office located in Hyannis, there are 25 other banking offices located in Brewster, Buzzards Bay, Centerville, Chatham, Dennis, South Dennis, Falmouth, East Harwich, Harwichport, Hyannis, Mashpee, North Eastham, Orleans, Osterville, Pocasset, Provincetown, Sandwich, South Yarmouth, Wellfleet and a Customer Service Center which is located in South Yarmouth. All of the Bank's facilities are located in Barnstable County, Massachusetts. The Bank is a member of the Federal Deposit Insurance Corporation but is not a member of the Federal Reserve system. The Bank has several wholly-owned subsidiaries. At December 31, 1997, the Bank employed 333 people on a full-time basis and another 52 people on a part-time basis. The Bank is the largest commercial bank headquartered in Barnstable County. It offers a range of commercial banking services for individuals, businesses, non- profit organizations, governmental units and fiduciaries. The Bank receives substantially all of its deposits from and makes substantially all of its loans to individuals and businesses on Cape Cod. The Bank's principal sources of revenue are loans and investments which accounted for 80% of the Bank's gross income during 1997. Of the remaining portion, 3% was received from service charges. The balance was derived from Trust Department income and other miscellaneous items. Banking services for individuals include checking accounts, regular savings accounts, NOW accounts, money market deposit accounts, certificates of deposit, club accounts, mortgage loans, consumer loans, safe deposit services, trust services, discount brokerage and investment services. In the latter category, the Bank has a substantial amount of business acting as agent to purchase U.S. Government securities for its customers. The Bank also owns and maintains 30 automated teller machines which are connected to the TX, AMEX, CIRRUS, NYCE, EXCHANGE, and PLUS networks. Trust department services include estate, tax returns, agency, investment management, discount brokerage, custodial services, and IRA accounts. The Bank has no involvement in foreign countries and does not derive any of its income from foreign sources. Upon completion of the Reorganization, the Bank will consider conversion of its charter from a Massachusetts state-chartered commercial bank with trust powers to a national bank. This conversion would affect the regulation of the Bank. See "Supervision and Regulation - Contemplated Conversion". The principal executive offices of both the Bank and Bancorp are located at 307 Main Street, Hyannis, Massachusetts 02601. The telephone number for both of these offices is (508) 394-1300. 11 CERTAIN TRANSACTIONS The Bank enters into banking transactions in the ordinary course of its business with Directors, officers, principal stockholders and their associates, on the same terms including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others. The total amount of loans outstanding to Directors and officers at December 31, 1997, 1996 and 1995 was $15,418,661, $13,244,549, and $8,357,326, respectively. During 1997, $14,818,630 in new loans were made to Directors and officers and there were $12,644,518 in repayments. SUPERVISION AND REGULATION The following summary of certain statutes and regulations affecting Bancorp and the Bank do not purport to be complete. This summary is qualified in its entirety by such statutes and regulations. Holding Company Regulation. As a bank holding company, Bancorp would be subject to regulation and supervision by the Federal Reserve Board under the BHC Act. The regulations of the Federal Reserve Board restrict or require prior approval for acquisitions of ownership or control of banks or other companies, restrict transactions between bank holding companies and their affiliates, restrict tying arrangements, limit nonbanking activities of bank holding companies and their subsidiaries, require the filing of annual and periodic reports and give the Federal Reserve Board supervisory authority over various activities of bank holding companies in accordance with Federal Reserve Board policy statements and otherwise. The Bank is not currently subject to the regulations or authority of the Federal Reserve Board, except to the extent that such regulations are made applicable to the Bank by law or regulations of the FDIC. Certain Federal and State Restrictions on Acquisition of Stock. Any attempt to acquire control of the Bank, currently, or Bancorp, following completion of the Reorganization, through the purchase of stock would be subject to regulation under Massachusetts law, and the BHC Act or the federal Change in Bank Control Act of 1978, as amended (the "CBCA"). With respect to acquisitions of common stock of the Bank, Massachusetts law prohibits any person from acquiring voting stock of a bank that would result in such person having the power, directly or indirectly, to direct the management or policies of such bank or to vote 25% or more of such stock unless such person has provided the Commissioner with 60 days' prior notice and certain information in connection therewith, and the acquisition has not been disapproved by the Commissioner. An exemption from these requirements is provided for acquiring persons who have complied with substantially similar procedures under the federal law provisions outlined below. The Federal Reserve Board's regulations promulgated under the CBCA generally require persons who at any time intend to acquire control of a bank holding company to provide 60 days' prior written notice and certain financial and other information to the Federal Reserve Board. The 60-day notice period does not commence until the information is deemed to be substantially complete. Control for the purpose of the CBCA exists in situations in which the acquiring party would have voting control of at least 25% of any class of a holding company's voting stock. However, under Federal Reserve Board regulations, control would be presumed to exist where the acquiring party would have voting control of at least 10% of any class of the holding company's voting securities if (i) the holding company has a class of voting securities which is registered under Section 12 of the Exchange Act, or (ii) the acquiring party would be the largest holder of a class of voting shares of the holding company. The statute and underlying regulations authorize the Federal Reserve Board to disapprove the proposed acquisition on certain specified grounds. The FDIC has adopted substantially similar regulations under the CBCA which would apply to the acquisition of control of an FDIC-insured bank such as the Bank. Under the BHC Act, prior approval of the Federal Reserve Board is generally required for an acquisition of control of a bank by any "company" defined under the BHCA. Control for purposes of the BHCA would be based on a 25% voting stock test or on the ability of the acquiror otherwise to control the election of a majority of the Board of Directors of the Bank or Bancorp or on the ability of the acquiror to exert controlling influence over the management or policies of the Bank or Bancorp (as set forth in the BHCA). As part of such acquisition, the acquiring company (unless already so registered) would be required to register as a bank holding company under the BHCA. In addition, an existing bank holding company would have to obtain prior approval from the Federal Reserve Board under the BHCA if it sought to acquire in excess of 5% of any class of the voting stock of another bank holding company, such as Bancorp. A bank holding company's business activities are generally limited to those activities which the Federal Reserve Board determines to be so closely related to banking or managing or controlling banks as to be properly incident thereto. 12 Registration as a bank holding company would generally require divestiture or other termination of other business activities not approved for bank holding companies by the Federal Reserve Board under the foregoing test. In addition to the aforementioned state and federal laws governing the acquisition of stock of a bank or a bank holding company, there are various provisions of Massachusetts law which apply to the acquisition of stock of business corporations and banks. Bank Regulation. As a Massachusetts-chartered commercial bank, the Bank is subject to regulation and supervision by the Commissioner and the FDIC. After the Reorganization, the Bank will continue to be subject to such regulation and supervision. Massachusetts Law. As a Massachusetts-chartered commercial bank, the Bank now is, and following consummation of the Reorganization will continue to be, subject to regulation and examination by the Commissioner. The Massachusetts statutes and regulations govern, among other things, lending and investment powers, deposit activities, borrowings, maintenance of surplus and reserve accounts, distribution of earnings, and payment of dividends. The Bank is also subject to state regulatory provisions covering such matters as issuance of capital stock, branching, and mergers and acquisitions. Bancorp has been incorporated as a business corporation under Massachusetts law. Thus, Bancorp is subject to regulation by the Secretary of State of Massachusetts and the rights of its stockholders are governed by Massachusetts corporate law. Proposed Legislation. From time to time, various types of federal and state legislation have been proposed that could result in additional regulation of, and modifications of restrictions on, the business of the Bank or Bancorp. It cannot be predicted whether any legislation currently being considered will be adopted or how such legislation or any other legislation that might be enacted in the future would affect the business of the Bank or Bancorp. Certain Federal Tax Matters. If the Reorganization is consummated, Bancorp and the Bank intend to file consolidated federal income tax returns, which would have the effect of eliminating inter-company distributions, including dividends, in the computation of consolidated taxable income. Consequences of the Reorganization Under Federal Securities Laws. Upon consummation of the Reorganization, the reporting obligations of the Bank under the Exchange Act, as administered by the FDIC, will be replaced with substantially similar obligations of Bancorp under the Exchange Act, as administered by the SEC. Pursuant to the Exchange Act, Bancorp will file annual, quarterly and periodic reports with the SEC. Bancorp will also be subject to the insider trading requirements of Sections 16(a) and 16(b) of the 1934 Act as administered by the SEC. In connection with the Reorganization, the Bank will deregister the Bank's common stock under the Exchange Act. The issuance of Bancorp common stock in connection with the Reorganization is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by reason of the exemption set forth in Section 3(a)(12) thereof. The exemption from registration under Section 3(a)(12) would not apply to future issuances of Bancorp common stock. Such future issuances would be subject to the registration requirements of the Securities Act, unless another exemption under the Securities Act were available. In addition, the Section 3(a)(12) exemption does not cover the resale of any of Bancorp common stock issued in connection with the Reorganization. Bancorp common stock received by persons who are not deemed to be "affiliates" (as such term is defined under the Securities Act) of the Bank or Bancorp may be resold without registration. Shares of Bancorp common stock received by persons who are deemed to be "affiliates" of the Bank or Bancorp in connection with the Reorganization will be subject to the resale restrictions of Rule 145 under the Securities Act (or Rule 144 under the Securities Act in the case of such persons who become affiliates of Bancorp), which are substantially the same as the restrictions of Rule 144. Persons who may be deemed to be "affiliates" of the Bank or Bancorp generally include individuals or entities that at the time the Plan of Reorganization is submitted for a vote of the stockholders of the Bank control, are controlled by, or are under common control with, such party and may include certain officers and directors of such party as well as principal stockholders of such party. Under the terms of the proposed Reorganization whereby the Bank will become a subsidiary of Bancorp, the Option Plan will be continued as and become the option plan of Bancorp if the Reorganization is approved at the Special Meeting and consummated. Stock options with respect to shares of Bank common stock granted under the Option Plan and outstanding prior to consummation of the Reorganization will automatically become options to purchase the same number of shares of Bancorp common stock following the Reorganization, upon identical terms and conditions and for an identical price, and Bancorp will assume all of the Bank's obligations with respect to such outstanding options. Upon consummation of the Reorganization, Bancorp intends to file a Registration Statement on Form S-8 to register the issuance of shares of Bancorp common stock under the Option Plan. If the Plan of Reorganization is not approved by the stockholders of the Bank, then the Option Plan will continue to be the stock option plan of the Bank. 13 Contemplated Conversion. After the Reorganization, the Bank currently intends to convert from a Massachusetts state-chartered commercial bank with trust powers to a national bank. If such conversion is approved, the Bank would no longer be regulated by the Commissioner but would primarily be regulated by the Office of the Comptroller of the Currency (the "OCC") under the National Banking Act and the rules and regulations promulgated thereunder. Management believes that operation as a national bank and regulation by the OCC may provide certain advantages with respect to lending and other banking and non-banking activities. COMPARISON OF RIGHTS OF HOLDERS OF BANK COMMON STOCK AND BANCORP COMMON STOCK COMPARISON OF STOCKHOLDER RIGHTS As a result of the holding company formation, stockholders of the Bank, whose rights are presently governed by Massachusetts banking law, will become stockholders of Bancorp, a Massachusetts corporation, and as such their rights will be governed by Massachusetts corporate law. The Articles of Organization and By-laws of Bancorp and the Charter and By-laws of the Bank are substantially similar. Certain differences in the rights of stockholders arise from this change in governing law. Certain differences and similarities of the rights of stockholders of the Bank and Bancorp are discussed below. The following discussion does not purport to be a complete statement of such similarities and differences affecting the rights of stockholders of the Bank but is intended as a summary only. The form of Articles of Organization of Bancorp attached as Exhibit C and the form of By-laws of Bancorp attached as Exhibit D to this Proxy Statement should be reviewed carefully by each stockholder. Capital Stock Authorized and Issued Stock. The Bank had, as of the Record Date, 12,000,000 shares of authorized common stock of which 9,061,064 shares were issued and outstanding and 400,000 shares were reserved for issuance under the Option Plan. The Articles of Bancorp will provide for 12,000,000 shares of authorized Bancorp common stock, of which 100 shares of Bancorp common stock are currently issued and outstanding, all of which are owned by the Bank. After the consummation of the Reorganization, and subject to the exercise of dissenters' appraisal rights, the number of issued and outstanding shares, shares reserved for issuance under the Option Plan and non-reserved shares of Bancorp common stock available for future issuance by Bancorp will be the same as the number of such shares of Bank common stock immediately prior to the Reorganization. Issuance of Stock. Under the provisions of Massachusetts banking law, the issuance of capital stock by the Bank requires the prior approval of the Commissioner of Banks. In contrast, Bancorp is authorized to issue shares of capital stock without obtaining prior approval of the Commissioner of Banks. Issuances of Bancorp common stock are subject to registration under the Securities Act, unless an exemption is available. See "Supervision and Regulation--Consequences of the Reorganization Under Federal Securities Laws." Bank common stock is exempt from registration under the Securities Act. There are no current agreements or understandings with respect to the issuance of any additional shares of Bancorp capital stock. Pre-emptive Rights. The stockholders of Bancorp, like the stockholders of the Bank, will not be entitled to pre-emptive rights with respect to any shares of capital stock which may be issued. Common Stock Dividend Rights. The stockholders of the Bank are entitled to dividends when and as declared by the Bank's Board of Directors. Under Massachusetts banking law, Massachusetts commercial banks such as the Bank may pay dividends only out of net profits without impairing their capital stock and surplus accounts. Such dividend payments are also subject to a number of additional statutory limitations. Bancorp may pay dividends if, as, and when declared by its Board of Directors out of funds legally available therefor. Although Massachusetts corporate law does not have a specific statute regulating the payment of dividends by Massachusetts corporations, the directors of a corporation are jointly and severally liable to the corporation if a payment of dividends (i) is made when the corporation is insolvent, (ii) renders the corporation insolvent, or (iii) violates the corporation's articles of organization. 14 Voting Rights. All voting rights in the Bank are currently vested in the holders of the Bank's issued and outstanding common stock. Each share of Bank common stock is entitled to one vote on all matters, without any right to cumulative voting and without any right to cumulative voting in the election of Directors. Following the formation of the holding company, all voting rights in Bancorp will be vested in the holders of Bancorp common stock, and each share of Bancorp common stock will be entitled to one vote on all matters. Directors Number and Staggered Terms. The By-laws of Bancorp provide that the Board of Directors shall consist of not less than six directors. The Board of Directors of Bancorp will initially be composed of six Directors. The By-laws of the Bank provide that the Board shall consist of not less than seven nor more than 25 Directors. The By-laws of the Bank and Bancorp provide that the Board of Directors may fix the number and classification of Directors. Both the By-laws of the Bank and the By-laws of Bancorp provide for three classes of Directors with one class elected each year for three-year staggered terms, so that ordinarily no more than approximately one-third of the Directors will stand for election in any one year, and that there will be no cumulative voting in the election of Directors. Removal of Directors. Neither the Charter or By-laws of the Bank nor the Articles of Organization or By-laws of Bancorp provide for removal of Directors. Massachusetts corporate law provides that any Director who was elected by the stockholders may be removed, with or without cause, by the stockholders by vote of a majority of the total votes eligible to be cast for election of Directors, unless otherwise provided in the articles of organization or the by-laws. Vacancies. The By-laws of the Bank and the By-laws of Bancorp both provide that any vacancy occurring on the Board of Directors as a result of resignation, removal, disqualification or death or by reason of an increase in the number of Directors may be filled by vote of a majority of the remaining Directors. Any Director of the Bank or Bancorp so appointed would serve for the remainder of the unexpired term of the class to which such Director was appointed and until such Director's successor shall have been duly elected or qualified or until his or her earlier resignation or removal. When the number of directors is increased, the Board of Directors determines the class or classes to which such number is apportioned . Massachusetts Law Regarding Directors. Under Section 50A of Massachusetts General Laws, Chapter 156B, a publicly-held Massachusetts corporation which has not opted out of that statute must have a classified board of directors. In general, Section 50A provides that the board of directors of the corporation must be divided into three classes, each of which would contain approximately one-third of the total number of the members of the board of directors. Section 50A provides that each class shall serve a staggered term, with approximately one-third of the total number of directors being elected each year. The stockholders may remove a director from the board prior to the expiration of his term only for cause, upon the affirmative vote of the holders of a majority of the shares then entitled to vote in an election of directors. Section 50A provides that the number of directors shall be fixed by the board, and that any vacancy occurring on the board, including a vacancy created by an increase in the number of directors or resulting from death, resignation, disqualification, removal from office or other cause, shall be filled for the remainder of the unexpired term exclusively by a majority vote of the directors then in office. Section 50A does not apply to the Bank by its terms and Massachusetts banking statutes under which the Bank is governed do not contain a similar provision. The Board of Directors of Bancorp has voted to expressly opt out of Section 50A, and the Board may at any time in the future vote to subject Bancorp to the express provisions of Section 50A. Notwithstanding such action, Bancorp's Articles (like the Bank's Charter) contain provisions substantially similar to that of Section 50A regarding a classified board of directors, as described above. Meetings of Stockholders The Bank's Charter and By-laws and Bancorp's Articles of Organization and By- laws provide that special meetings of the stockholders may be called only by vote of the Board of Directors, by the President, by five of the Directors then in office, or by one or more stockholders of record holding at least 30% of the capital stock issued and outstanding and entitled to vote. Only those matters set forth in the call of the special meeting may be considered or acted upon at such special meeting, unless otherwise provided by law. Stockholder Vote Required to Approve Mergers and Certain Business Combinations Stockholder Vote Required for Mergers. Massachusetts law provides that a vote of 66 2/3% of the shares of each class of stock outstanding and entitled to vote thereon is generally required to authorize a merger or the sale, lease or 15 exchange of all or substantially all of a corporation's property and assets, except that the articles of organization of a Massachusetts corporation may provide for a different percentage vote, but not less than a majority. Fair Price Provision. The Bank's By-laws and Bancorp's By-laws contain a so- called "fair price" provision pursuant to which any Business Combination (as defined therein) involving an Interested Stockholder (as defined therein) or an affiliate of an Interested Stockholder and the Bank or Bancorp (or any subsidiary), as the case may be, would require approval by the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of voting stock of the Bank or Bancorp, as the case may be, entitled to vote in the election of directors voting together as a single class. The fair price provision provides that the 80% stockholder vote is not required if the Business Combination is approved by two-thirds of the Disinterested Directors or if certain procedures and price requirements are met. Massachusetts Law. Chapter 110F of the Massachusetts General Laws, entitled "Business Combinations with Interested Shareholders" ("Chapter 110F") provides that a Massachusetts corporation with more than 200 stockholders generally may not engage in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person becomes an interested stockholder, unless (i) the interested stockholder obtains the approval of the Board of Directors prior to becoming an interested stockholder, (ii) the interested stockholder acquires 90% of the outstanding voting stock of the corporation (excluding shares held by certain affiliates of the corporation) at the time it becomes an interested stockholder, or (iii) the business combination is approved by both the Board of Directors and the holders of 66 2/3% of the outstanding voting stock of the corporation (excluding shares held by the interested stockholder) at an annual or special meeting of stockholders. An "interested stockholder" is a person who, together with affiliates and associates, owns (or, in certain cases, at any time within the prior three years did own) 5% or more of the outstanding voting stock of the corporation. A "business combination" includes a merger, certain stock or asset sales, and certain other specified transactions resulting in a financial benefit to the interested stockholder. Chapter 110F is by its terms applicable to both the Bank and Bancorp. A Massachusetts corporation is permitted to opt out of Chapter 110F, however, neither the Bank nor Bancorp has opted out of Chapter 110F. Control Share Acquisition Statute Chapter 110D of the Massachusetts General Laws entitled "Regulation of Control Share Acquisitions" ("Chapter 110D") provides that any person who makes a bona fide offer to acquire, or acquires (the "acquiror") shares of stock of a corporation in an amount equal to or greater than one-fifth, one-third or a majority of the voting stock of the corporation (the "thresholds") must obtain the approval of a majority of shares of all stockholders except the acquiror and the officers and inside directors of the corporation in order to vote the shares that the acquiror acquires in crossing the thresholds. Chapter 110D does not apply to the Bank by its terms and Massachusetts banking statutes under which the Bank is governed do not contain a similar provision. As permitted under Chapter 110D, Bancorp's By-laws contain a provision opting out of Chapter 110D, making Chapter 110D inapplicable to Bancorp's stockholders. The Board of Directors of Bancorp may amend the By-laws at any time in the future to allow Bancorp to opt into this statute prospectively. Indemnification The By-laws of the Bank provide that Directors and officers of the Bank shall be indemnified by the Bank against liabilities and expenses arising out of service for or on behalf of the Bank. The By-laws of the Bank and Bancorp provide that such indemnification shall not be provided if it is determined that such Director or officer shall be finally adjudged in any such action or proceeding to have been derelict in the performance of his duty or if such action or proceeding resulted from a Director or officer's own negligence or willful misconduct. In addition, Massachusetts Business Corporation Law states that no indemnification may be provided for any person with respect to any matter as to which he shall have been adjudicated not to have acted in good faith or in the reasonable belief that his action was in the best interest of the company. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, officers or persons controlling Bancorp pursuant to the foregoing provisions, it is the position of the Securities and Exchange Commission (the "SEC") that such indemnification is against public policy as expressed in such Act and is therefore unenforceable. 16 Amendment of Charter and Articles The Bank's Charter and Bancorp's Articles may be amended by the stockholders by the vote of at least 66 2/3% of the total votes eligible to be cast at a duly constituted meeting (but only a majority vote is required in the case of certain amendments relating to the name, office, powers, and authorized capital stock). Amendment of By-laws The By-laws of the Bank and Bancorp provide that their respective By-laws may be amended by a vote of a majority of the total votes eligible to be cast by the stockholders at a meeting, provided that notice of such amendment was given in the notice of such meeting. EFFECT ON CURRENT MARKET VALUE OF OUTSTANDING BANK STOCK Although the Board of Directors does not know of any reason why implementation of the Plan would cause the market value of the stock of Bancorp to be different from the market value of the stock of the Bank immediately prior to consummation of the Reorganization, it is possible that the public trading market could perceive that the stock of Bancorp has a different value from the stock of the Bank. It is not known whether the public trading market will attribute any additional or lesser value to Bancorp common stock than it would attribute to Bank common stock. On October 7, 1998, the last trading day prior to the day on which the Board of Directors adopted a resolution approving the Plan, the high and low sale prices of Bank common stock as quoted on the Nasdaq National Market were $17 and $16 7/8 per share, respectively. LEGAL INVESTMENTS Under the laws of some jurisdictions, shares of Bank common stock may be legal investments for certain institutions and fiduciaries, whereas shares of Bancorp common stock may not be legal investments for such investors. STOCKHOLDER PROPOSALS Proposals of stockholders intended to be presented at the 1999 Annual Meeting of Stockholders of Bancorp (or the Bank, in the event the Reorganization does not occur) which is scheduled to be held on April 22, 1999, must be filed with the Clerk of Bancorp or the Secretary of the Bank, as the case may be, prior to November 20, 1998 if such proposals are to be included in the proxy statement for such meeting. Any such proposal should be mailed to: Clerk, CCBT Bancorp, Inc. (or Secretary, Cape Cod Bank and Trust Company, as the case may be) 307 Main Street, Hyannis, Massachusetts 02601. OTHER MATTERS At the time of the preparation of this proxy material, the Board of Directors of the Bank does not know of any other matter to be presented for action at the Special Meeting. If any other matters should properly come before the meeting, proxy holders have discretionary authority to vote their shares according to their best judgment. 17 EX-99.5 12 QUARTERLY REPORT OF BANK/FORM 10-Q EXHIBIT 99.5 ================================================================================ FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 20429 =========================== FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998 - FDIC CERTIFICATE NUMBER: 10538 ============================================== CAPE COD BANK AND TRUST COMPANY ------------------------------- (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-1465780 ------------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601 - - --------------------------------------- ----- (Address of principal executive office) (Zip Code) (Registrant's telephone #, incl. area code): 508-394-1300 ------------ ================================== Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - - ------------------- ----------------------------------------- NONE - - ---- ================================== Securities registered pursuant to Section 12(g) of the Act: Title of class Name of each exchange on which registered - - -------------- ----------------------------------------- COMMON CAPITAL STOCK NASDAQ NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. - - -------------------- ------------------------------------------------------ ================================== Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [_] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [_] Yes [_] No (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. THERE WERE 9,061,064 -------------------- SHARES OF COMMON STOCK AS OF NOVEMBER 5, 1998. - - --------------------------------------------- 1. Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 - - -------------------------------------------------------------------------------- TABLE OF CONTENTS
SECTION DESCRIPTION PAGE NO. - - ------- ----------- ------- PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Financial Condition September 30, 1998 (Unaudited) and December 31, 1997 3 Consolidated Statements of Income Nine Months Ended September 30, 1998 and 1997 (Unaudited) 4 Three Months Ended September 30, 1998 and 1997 (Unaudited) Consolidated Statements of Cash Flows Nine Months Ended September 30, 1998 and 1997 (Unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition 6-8 and Results of Operations PART II OTHER INFORMATION 9 SIGNATURES 10
2. Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CONDITION SEPTEMBER 30, 1998 AND DECEMBER 31, 1997 CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
September 30, December 31, 1998 1997 (Dollar amounts in thousands) ASSETS Cash and due from banks $ 28,514 $ 34,213 ------------ ---------- Total cash and cash equivalents 28,514 34,213 ------------ ---------- Investment securities U.S. Government agencies 18,373 75,528 State and municipal obligations 16,963 16,323 Other bonds, notes and debentures 511,192 282,841 Corporate stock 18,841 16,804 ------------ ---------- Total investment securities 565,369 391,496 ------------ ---------- Loans Commercial loans 61,170 72,162 Construction mortgage loans 48,831 34,798 Commercial mortgage loans 209,742 198,944 Industrial revenue bonds 1,573 1,883 Residential mortgage loans 256,254 207,665 Consumer loans 12,366 16,391 ------------ ---------- Total loans 578,936 531,843 Less: Reserve for possible loan losses (11,111) (10,962) ------------ ---------- Net loans 589,825 520,881 Bank premises and equipment 12,462 12,305 Other assets 15,960 15,000 ------------ ---------- Total assets $ 1,201,130 $ 973,895 ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY Demand deposits $ 139,663 $ 147,495 NOW account deposits 54,265 103,755 Money market account deposits 150,397 149,097 Other savings deposits 247,428 158,197 Certificates of deposits of $100,000 or more 30,035 26,453 Other time deposits 118,270 124,263 ------------ ---------- Total deposits 740,058 709,260 Borrowing from the Federal Home Loan Bank 326,689 171,295 Other short-term borrowings 19,882 11,662 Other liabilities 31,760 6,042 ------------ ---------- Total liabilities 1,118,389 898,259 ------------ ---------- Commitments Stockholders' equity Common stock, $2.50 par value Authorized: 12,000,000 shares Outstanding: 9,061,064 shares 22,653 11,326 Surplus 13,903 25,230 Undivided profits 44,433 38,677 Unrealized gain on securities available for sale 1,752 403 ------------ ---------- Total stockholders' equity 82,741 75,636 ------------ ---------- Total liabilities and stockholders' equity $ 1,201,130 $ 973,895 ============ ==========
3. Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 ---- ---- ---- ---- INTEREST INCOME Interest and fees on loans $12,485 $11,305 $36,502 $32,869 Interest and dividends on securities U.S. Government agencies 4,357 4,588 10,069 11,884 State and municipal obligations 57 476 620 1,248 Other bonds, notes and debentures 2,209 1,001 5,877 2,734 Corporate stock 391 370 1,201 1,066 ------- ------- ------- ------- Total interest income 19,499 17,740 54,269 49,801 ------- ------- ------- ------- INTEREST EXPENSE Interest on certificates of deposit of $100,000 or more 386 327 1,125 831 Interest on other deposits 4,513 5,276 13,857 14,923 Interest on short-term borrowings 4,991 2,418 11,254 6,738 ------- ------- ------- ------- Total interest expense 9,890 8,021 26,236 22,492 ------- ------- ------- ------- Net interest income 9,609 9,719 28,033 27,309 Provision for loan losses -- -- -- -- ------- ------- ------- ------- Net interest income after provision for loan losses 9,609 9,719 28,033 27,309 ------- ------- ------- ------- NON-INTEREST INCOME Trust and Investment division fees 1,289 1,073 3,848 3,324 Credit card merchant fees 1,681 1,494 2,952 2,611 Service charges on deposit accounts 1,129 1,082 3,168 3,134 Settlement from software provider -- -- -- -- Gain (loss) on sale or writedown of investment 89 87 320 312 securities Other 895 494 2,085 3,760 ------- ------- ------- ------- Total non-interest income 5,083 4,230 12,373 13,141 ------- ------- ------- ------- NON-INTEREST EXPENSE Salaries and wages 2,948 3,061 8,292 8,804 Employee benefits 1,125 964 3,299 3,349 Occupancy expense 518 589 1,647 1,629 Equipment rental and expense 498 529 1,476 1,543 Credit card processing expense 1,369 1,208 2,607 2,312 Other 2,638 2,547 8,056 7,236 -------- ------- ------- ------- Total non-interest expense 9,096 8,898 25,377 24,873 -------- ------- ------- ------- Income before income taxes 5,596 5,051 15,029 15,577 Provision for income taxes 2,212 2,015 5,921 6,075 -------- ------- ------- ------- Net income $ 3,384 $ 3,036 $ 9,108 $ 9,502 ======== ======= ======= ======= Average shares outstanding 9,061,064 9,061,064 9,061,064 9,061,064 Primary earnings (loss) per share $ .38 $ .34 $ 1.01 $ 1.05
Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 - - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 CAPE COD BANK AND TRUST COMPANY AND SUBSIDIARIES
1998 1997 ---- ---- CASH PROVIDED (USED) BY OPERATING ACTIVITIES Net income $ 9,108 $ 6,996 Adjustments to reconcile net income to net cash: Provision for loan losses -- -- Depreciation and amortization 1,666 1,220 Net (gain) loss on sale or writedown of securities (320) (45) Net increase (decrease) in taxes payable (314) 1,710 Other, net 10,491 4,458 ------------ ----------- Net cash provided (used) by operating activities 20,631 14,339 ------------ ----------- CASH PROVIDED (USED) BY INVESTING ACTIVITIES Net (increase) decrease in loans (109,175) (32,219) Proceeds from sale of loans 61,685 10,430 Disposition of property from defaulted loans 588 545 Maturities of securities 325,218 -- Purchase of available for sale securities (1,197,689) (446,343) Sale of available for sale securities 703,949 326,861 Purchase of premises and equipment (1,965) (4,797) ------------ ----------- Net cash provided (used) by investing activities (217,389) (145,523) ------------ ----------- CASH PROVIDED (USED) BY FINANCING ACTIVITIES Net increase (decrease) in deposits 30,798 85,397 Net increase in borrowings from the Federal Home Loan Bank 155,394 35,419 Net increase (decrease) in other short-term borrowings 8,220 5,737 Cash dividends paid on common stock (3,353) (2,401) ------------ ----------- Net cash provided (used) by financing activities 191,059 124,152 ------------ ----------- Net increase (decrease) in cash and cash equivalents (5,699) (7,032) ------------ ----------- Cash and cash equivalents at beginning of year 34,213 35,527 ------------ ----------- Cash and cash equivalents at end of quarter $ 28,514 $ 28,495 ============ =========== Cash equivalents include amounts due from banks and federal funds SUPPLEMENTAL DISCLOSURES OF CASH FLOW Cash paid for: Interest $ 25,467 $ 22,246 Income taxes 6,976 7,099
Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 - - -------------------------------------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Earnings for the third quarter were $.38 compared to $.34 a year ago, an 11.8% increase. Another excellent summer season contributed strongly to the results which were hampered by declining interest rate spread. Increased non interest income combined with a reduction in non interest expense, coupled with volume increases in loans and deposits, were responsible for the earnings growth. Earnings for the 1st nine months were $1.01 compared to last year's $1.05 adjusted for the 100% stock dividend. Last year's earnings included a $.12 per share settlement from a software provider. Deposits and loans grew 2% and 14%, respectively, over a year ago. Low cost deposits continued to grow at an excellent rate of 9%. Residential mortgage growth also continued as the Bank increased its market share of loan origination on Cape Cod. We also continued to expand our borrowings and invested the proceeds to support earnings. Approximately $100,000,000 are being used to support commercial fixed rate loans with the balance being invested in short term, triple A rated securities. Capital at quarter end was $82,741,534 and is currently 6.9% of total assets. The loan loss reserve was $11,111,081 or 1.88% of loans, still well above industry average. The Board of Directors has approved the formation of a bank holding company under the belief that it will provide more flexibility for meeting the future financial needs of CCB&T and our customers, as well as meeting the competitive conditions that exist in the financial service market. Further information has or will be forwarded to our stockholders in advance of the special stockholders' meeting scheduled for December 4, 1998 to approve this action. Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 ____________________________________________________________________________ CAPE COD BANK & TRUST COMPANY COMPARATIVE BALANCE SHEET, RATES AND SPREAD SEPTEMBER 30, 1997
------------ACTUAL----------- ---------BUDGET------------ --------VARIANCE------------ AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D BALANCE INTEREST YIELD BALANCE INTEREST YIELD BALANCE INTEREST YIELD --------- -------- ------- ------- -------- ------- ------- -------- ------- EARNINGS ASSETS - - --------------- Securities U.S. Government CMO 109,594,680 5,560,014 6.79% 60,000,000 2,700,000 6.00% 49,594,680 2,850,014 0.79% U.S. Government Agencies 66,758,686 3,153,373 6.32% 75,000,000 3,141,367 5.60% (8,241,314) 12,006 0.72% Other CMO's 59,591,142 2,723,074 6.11% 25,000,000 1,125,000 6.00% 34,591,142 1,598,074 0.11% State and Municipal Agencies 17,172,288 568,205 5.86% 20,000,000 613,315 5.42% (2,827,712) (45,110) 0.43% COB&T Securities 50,411,528 2,476,732 6.61% 49,966,750 2,248,461 6.00% 445,778 228,271 0.61% Other Securities 57,007,997 2,460,589 5.76% 10?,934,778 4,774,365 5.79% (52,926,781) (2,313,776) -0.03% ----------- ---------- ----------- ---------- ----------- ---------- ------ Total Investments 360,536,321 16,931,987 6.39% 339,900,528 14,602,508 5.81% 20,635,793 2,329,479 2.63% Residential R.E. Loans 156,284,426 9,332,0?? 8.01% 134,611,111 8,404,984 8.33% 20,673,315 927,101 -0.32% Commercial R.E. Loans 195,652,546 13,999,120 9.53% 193,455,586 13,746,878 9.50% 2,196,990 252,242 0.03% Commercial Loans 76,727,447 5,666,339 10.02% 72,116,667 5,126,252 9.50% 4,610,780 529,087 0.52% Commercial R.E. Mg. - Construction 10,739,139 803,276 10.00% 7,423,611 500,564 9.02% 3,315,528 302,712 0.98% Residential Mortgages - Construction 10,993,279 560,825 6.70% 7,423,611 500,564 9.02% Non-Rated IRB 2,509,689 132,375 10.06% 2,991,944 179,033 11.40% (482,256) (46,658) -1.35% Commercial Paper 0 0 0.00% 833,333 34,716 5.45% (833,333) (34,716) -5.45% Consumer Loans 18,449,753 1,379,996 9.85% 19,049,051 1,339,757 9.40% (599,298) 40,239 0.45% MasterCard 10,989,812 1,015,984 12.36% 12,351,261 1,154,870 12.50% (1,391,449) (138,886) -0.14% ----------- ---------- ----------- ---------- ----------- ---------- ------ Total Loans 481,316,091 32,869,000 9.11% 450,256,145 30,987,618 9.22% 27,490,278 1,831,121 -5.28% Total Earning Assets 841,852,412 49,800,987 7.93% 790,156,673 45,590,126 7.75% 51,895,739 4,210,861 0.18% Total Non-Earning Assets 53,764,247 35,656,328 18,107,919 0 0.00% ----------- ---------- ----------- ---------- ----------- ---------- ------ TOTAL ASSETS 895,616,659 49,800,987 7.45% 825,813,001 45,590,126 7.42% 69,803,658 4,210,861 0.03% =========== ---------- =========== ---------- =========== ========== ====== INTEREST BEARING LIABILITIES - - ---------------------------- NOW Accounts 97,890,168 1,406,941 1.92% 92,583,333 1,399,182 2.02% 5,306,835 7,759 -0.10% Regular Savings 64,536,647 1,536,541 3.18% 61,100,000 1,486,499 3.25% 3,436,647 51,042 -0.07% The Cape Codder Account 89,629,468 2,932,751 4.37% 102,500,000 3,412,175 4.45% (12,870,532) (479,424) -0.08% Money Market Account 146,689,238 4,278,402 3.93% 148,500,000 4,442,247 4.00% (2,810,762) (163,845) -0.07% Other Time Deposits 136,??3,629 5,599,627 5.48% 127,226,504 5,332,904 5.60% 9,467,125 266,723 -0.12% ----------- ---------- ----------- ---------- ----------- ---------- ------ Total Interest-bearing Deposits 534,439,150 15,754,262 3.94% 531,909,837 16,072,007 4.04% 2,529,313 (317,745) -0.44% Borrowings FHLB Borrowings 146,030,120 6,401,280 5.86% 86,222,222 3,764,566 5.84% 59,807,898 2,636,714 0.02% Other Borrowings 9,800,760 336,247 4.59% 11,000,000 373,226 4.54% (1,199,240) (36,979) 0.05% ----------- ---------- ----------- ---------- ----------- ---------- ------ Total Borrowings 155,830,880 6,737,527 5.78% 97,222,222 4,137,792 5.69% 58,608,658 2,599,735 0.07% Total Deposits and Borrowings 690,270,030 22,491,789 3.58% 629,132,069 20,209,799 3.42% 61,137,971 2,281,990 0.1?% DDA Balances 131,828,141 124,277,778 7,560,363 0 0.00% Other Liabilities 3,625,015 4,514,104 (889,089) 0 0.00% Shareholder's Equity 69,893,473 67,889,060 2,004,413 0 0.00% ----------- ----------- ----------- ---------- ------ TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 895,616,659 22,491,789 3.36% 825,813,001 20,209,799 3.27% 69,803,658 2,281,990 0.09% =========== ---------- ----- =========== ---------- ----- =========== ========== ====== Net Interest Income: 27,309,198 25,380,327 1,928,871 ========== ========== ========== As a % of Total Earning Assets 4.36% 4.33% 0.02% ===== ===== ====== ===== ===== ====== As a % of Total Assets 4.09% 4.15% ===== ===== Average Equity to Average Assets 7.80% 8.22% -0.42% ===== ===== ====== Average Loans/Average Deposit 72.24% 68.62% 3.62% ===== ===== ======
Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 ================================================================================ CAPE COD BANK & TRUST COMPANY COMPARATIVE BALANCE SHEET, RATES AND SPREAD FOR THE PERIOD ENDED SEPTEMBER 30, 1998
----------1998 ACTUAL-------- ---------1998 BUDGET-------- 1997 ($000 THOUSANDS) AVE. AVE. AVE. AVE. AVE. Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D Y-T-D BALANCE INTEREST YIELD BALANCE INTEREST YIELD BALANCE ----------- ---------- ------- --------- ---------- ------- --------- EARNING ASSETS - - -------------- Securities Mortgage-Backed Securities $ 22,867 $ 948 5.55% $ 0 $ 0 0.00% $ 0 U.S. Government-CMO 134,443 5,651 5.62% 62,222 2,917 6.25% 109,595 U.S. Government Agencies 42,526 1,764 5.53% 75,000 3,282 5.85% 66,769 Other CMO's 48,330 2,021 5.58% 25,833 1,211 6.25% 59,591 State & Municipal Agencies 17,495 577 5.80% 19,889 610 5.42% 17,172 CCB&T Securities 72,112 3,047 5.67% 49,966 2,342 6.25% 50,411 Other Securities 89,530 3,759 5.60% 119,417 5,440 6.07% 57,008 ---------- ------- ------ -------- ------- ------ -------- Total Investments 427,303 17,767 5.62% 352,327 15,802 6.06% 360,536 Residential R.E. Loans 236,642 12,941 7.29% 230,250 14,437 8.36% 155,284 Commercial R.E. Loans 206,832 14,694 9.50% 203,242 14,218 9.35% 195,653 Commercial Loans 73,932 5,482 9.91% 73,321 5,348 9.75% 75,219 Commercial R.E. Mtg. - Constr. 11,404 788 9.24% 11,239 799 9.51% 10,739 Residential Mortgages - Constr. 32,037 1,497 6.25% 18,761 1,087 7.75% 10,993 Non-Rated IRB 1,730 106 11.86% 1,759 108 11.75% 2,510 Commercial Paper 0 0 0.00% 0 0 0.00% 0 Consumer Loans 13,710 992 9.69% 15,000 1,122 10.00% 18,450 MasterCard 0 0 0.00% 0 0 0.00% 10,960 Overdrafts 1,372 0 0.00% 0 0 0.00% 1,508 ---------- ------- ------ -------- ------- ------ -------- Total Loans 577,659 36,502 8.45% 553,572 37,119 8.97% 481,316 Total Earning Assets 1,004,962 54,269 7.25% 905,899 52,921 7.64% 341,652 Total Non-Earning Assets 46,296 41,400 53,765 ---------- ------- ------ -------- ------- ------ -------- TOTAL ASSETS $1,051,258 $54,269 6.92% $947,299 $52,921 7.49% $895,617 ========== ======= ====== ======== ======= ====== ======== INTEREST BEARING LIABILITIES - - ---------------------------- NOW Accounts $ 104,447 $ 1,035 1.32% $107,111 $ 1,619 2.02% $ 97,890 Regular Savings 67,701 1,210 2.39% 71,611 1,607 3.00% 64,537 The Cape Codder Account 93,074 2,812 4.04% 91,000 3,028 4.45% 89,629 Money Market Account 146,345 3,874 3.54% 145,333 4,348 4.00% 145,689 Other Time Deposits 149,799 6,051 5.40% 155,667 6,535 5.61% 136,694 ---------- ------- ------ -------- ------- ------ -------- Total Interest-bearing Deposits 561,366 14,982 3.57% 570,722 17,137 4.01% 534,439 Borrowings FHLB Borrowing 244,820 10,780 5.89% 142,644 6,353 5.95% 146,030 Other Borrowings 13,524 474 4.69% 11,444 406 4.74% 9,801 ---------- ------- ------ -------- ------- ------ -------- Total Borrowings 258,344 11,254 5.82% 154,088 6,759 5.86% 155,831 Total Deposits and Borrowings 619,710 26,236 3.49% 724,810 23,896 3.53% 690,270 DDA Balances 146,980 138,444 131,828 Other Liabilities 6,281 6,000 3,626 Shareholder's Equity 78,287 78,045 69,893 ---------- -------- -------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $1,051,258 26,236 3.34% $947,299 23,896 3.37% $895,617 ========== ------- ------ ======== ------- ------ ======== Net Interest Income: $28,033 $29,025 ======= ======= As a % of Total Earning Assets 3.76% 4.31% 4.35% ========== ======== ======== As a % of Total Assets 3.58% 4.12% 4.09% ========== ======== ======== Average Equity to Average Assets 7.45% 8.24% 7.80% ========== ======== ======== Average Loans/Average Deposit 81.55% 78.06% 72.24% ========== ======== ======== Book Value $ 9.14 $ 9.01 $ 8.05 Market Price $ 17.26 $ 0.00 $ 17.13 Annual Dividend Rate $ 0.52 $ 0.52 $ 0.42 Dividend Yield 3.01% 0.00% 2.45%
Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 - - -------------------------------------------------------------------------------- PART II . OTHER INFORMATION Item 1. Legal Proceedings. The Bank is not involved in any material pending legal proceedings. Item 2. Changes in Securities. There have been no changes in securities of the Bank during the period covered by this report. Item 3. Defaults upon Senior Securities. There have been no defaults upon senior securities. Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to security holders during the period covered by this report. Item 5. Other Information. There is nothing to report under this item. Item 6. Exhibits and Reports on form 8-K. (A) Exhibits None. (B) Reports on Form 8-K. No report on Form 8-K has been filed during the period covered by this report. Cape Cod Bank and Trust Company Form 10-Q September 30, 1998 - - -------------------------------------------------------------------------------- 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, thereunto duly authorized. (Registrant) Cape Cod Bank and Trust Company -------------------------------------------------------------------- By (Signature and Title)* /s/ Noal D. Reid _______________________________________________________ Noal D. Reid, Chief Financial Officer and Treasurer Date November 10, 1998 ____________________________________________________________________________ By (Signature and Title)* /s/ Daniel G. Barrie _______________________________________________________ Daniel G. Barrie, Controller and Assistant Treasurer Date November 10, 1998 ____________________________________________________________________________ EX-99.6 13 NOTIFICATION PURSUANT TO SECTION 225.17 EXHIBIT 99.6 NOTICE by CCBT BANCORP, INC. to the FEDERAL RESERVE BANK OF BOSTON pursuant to SECTION 225.17 OF REGULATION Y (12 C.F.R. (S)(S) 225.17) for a ONE-BANK HOLDING COMPANY FORMATION CCBT Bancorp, Inc., Hyannis, Massachusetts, a Massachusetts corporation ("Bancorp"), hereby submits this notice (the "Notice") to the Federal Reserve Bank of Boston ("Reserve Bank") under Section 225.17 of Regulation Y ("Section 225.17") of the proposed acquisition by Bancorp of 100% of the voting shares of Cape Cod Bank and Trust Company, Hyannis, Massachusetts, a Massachusetts- chartered trust company ("CCBT") (the "Proposed Reorganization"). CCBT currently is a publicly held bank, with its stock listed on the Nasdaq National Market System ("Nasdaq"). As more fully discussed below, the Proposed Reorganization involves a change in the corporate structure of CCBT by which Bancorp would become the holding company of CCBT and a unitary bank holding company with its stock traded on Nasdaq. Further, CCBT believes a holding company structure provides more flexibility to respond to market demands and thus will enable it to compete more effectively against the much larger competitors that operate in its market. The first part of this Notice describes the parties, purposes and terms of the Proposed Reorganization. The second part then addresses each of the specific requirements of Section 225.17. All factual information stated herein has been provided by CCBT. INTRODUCTION DESCRIPTION OF THE PARTIES Bancorp Bancorp was organized as a Massachusetts corporate subsidiary of CCBT on October 8, 1998 for the sole purpose of becoming the holding company of CCBT in accordance with Massachusetts law. Upon completion of the Proposed Reorganization, CCBT will be a wholly owned subsidiary of Bancorp, and Bancorp will thereby become a bank holding company. Bancorp currently is a shell subsidiary--it has no assets or liabilities and does not conduct any business activity. When Bancorp becomes the holding company of CCBT, its principal activities will be related to its ownership of CCBT stock. In the future, upon receipt of all necessary regulatory approvals, Bancorp may acquire banks or companies engaged in bank-related activities and may engage in such activities as may be permitted by applicable law, although no such activities or acquisitions are contemplated at this time. CCBT CCBT is a Massachusetts-chartered commercial bank with trust powers. The present bank is the result of the merger between Hyannis Trust Company and Cape Cod Trust Company in 1964 and the resulting entity's subsequent merger with Buzzards Bay National Bank in 1974. All of CCBT's facilities are located in Barnstable County, Massachusetts. In addition to the main office located in Hyannis, there are 25 other banking offices located in Brewster, Buzzards Bay, Centerville, Chatham, Dennis, South Dennis, Falmouth, East Harwich, Harwichport, Hyannis, Mashpee, North Eastham, Orleans, Osterville, Pocasset, Provincetown, Sandwich, South Yarmouth, Wellfleet and a Customer Service Center that is located in South Yarmouth. CCBT has 3 wholly-owned subsidiaries: TBM Development Corporation, which holds and manages certain non-performing loans; CCB&T Brokerage Direct, Inc., a broker-dealer for customers' securities transactions; and CCBT Securities Corporation, a securities corporation engaged exclusively in bank-permissible buying and selling of securities. CCBT is the largest commercial bank headquartered in Barnstable County. It offers a range of commercial banking services for individuals, businesses, non-profit organizations, governmental units and fiduciaries. CCBT receives substantially all of its deposits from and makes substantially all of its loans to individuals and businesses on Cape Cod, Massachusetts. CCBT's principal sources of revenue are loans and investments, which accounted for 80% of CCBT's gross income during 1997. Of the remaining portion of revenues, 3% was received from service charges. The balance of revenues was derived from Trust Department income and other miscellaneous items. Banking services for individuals include checking accounts, regular savings accounts, NOW accounts, money market deposit accounts, certificates of deposit, club accounts, mortgage loans, consumer loans, safe deposit services, trust services, discount brokerage and investment services. In the latter category, a substantial amount of CCBT's business involves acting as agent to purchase U.S. Government securities for its customers. CCBT also owns and maintains 30 automated teller machines that are connected to the TX, AMEX, CIRRUS, NYCE, EXCHANGE, and PLUS networks. Trust Department services include estate, tax returns, agency, investment management, discount brokerage, custodial services, and IRA accounts. CCBT has no involvement in foreign countries and does not derive any of its income from foreign sources. Upon completion of the Proposed Reorganization, CCBT will consider conversion of its Massachusetts trust company charter to a national bank charter. 2 At June 30, 1998, CCBT had total assets of $1,162,481,000, total deposits of $720,928,000, and total stockholders' equity of $79,794,000. For the fiscal year ended December 31, 1997 and the six month period ended June 30, 1998, CCBT had net income of $13,248,536 and $16,874,000, respectively. On June 30, 1998, CCBT's leverage ratio was 7.75% and its Tier 1 risk-based and total risk-based capital ratios were 11.36% and 12.60%, respectively. As a result, CCBT is considered "well-capitalized" under applicable prompt corrective action regulations. Copies of CCBT's 1997 Annual Report and most recent quarterly report on Form 10-Q are attached hereto as Exhibit 1. --------- PURPOSE OF THE TRANSACTION The Board of Directors of CCBT believes that a holding company structure will provide flexibility for meeting the future financial needs of CCBT and responding to competitive conditions in the financial services market. For example, although no transactions are presently contemplated, the holding company structure will facilitate the acquisition of other banks as well as other companies engaged in bank-related activities if and when opportunities arise. In this regard, a holding company structure would permit an acquired entity to operate on a more autonomous basis as a wholly-owned subsidiary of Bancorp rather than as a division of CCBT. This more autonomous operation may be decisive in acquisition negotiations. In addition, the stock of Bancorp might serve as appropriate consideration in any such acquisition. Moreover, as a bank holding company, Bancorp will not be subject to the same regulatory restrictions as CCBT and may be able to acquire and invest more freely in certain bank and bank-related activities as well as such other activities as might be permitted by regulatory authorities. In addition, Bancorp will not be subject to the same regulatory limitations on the amounts which it can invest in its subsidiaries and other businesses and will not be required to obtain regulatory approval before issuing shares of its capital stock, except under certain circumstances. Providing even further operational flexibility, repurchases of stock by Bancorp will not be subject to the same regulatory approval as is required for such repurchases by CCBT. DESCRIPTION OF THE PROPOSED REORGANIZATION The Proposed Reorganization will be effected pursuant to a Plan of Reorganization and Acquisition dated as of October 8, 1998, by and between Bancorp and CCBT (the "Plan of Reorganization"), a copy of which is attached as Exhibit 2 hereto, in accordance with Massachusetts General Laws, Chapter 172, - - --------- Section 26B ("Section 26B")./1/ __________________ /1/ The Plan of Reorganization provides that it shall not become effective until all of the following shall have first occurred: (i) the Plan of Reorganization shall have been approved by the affirmative vote of the holders of two-thirds of the outstanding common stock of CCBT at a meeting of such stockholders called for such purpose, 3 In accordance with Section 26B, the Plan of Reorganization was approved by the Boards of Directors of Bancorp and CCBT on October 8, 1998. The Plan of Reorganization also is expected to be approved by the holders of more than two- thirds of the outstanding shares of CCBT's common stock entitled to vote at a special meeting of CCBT's stockholders to be held on December 4, 1998. A copy of the proxy statement substantially in the form to be delivered to the stockholders in connection with the Proposed Reorganization (the "Proxy Statement") is attached hereto as Exhibit 3. --------- Under the Plan of Reorganization, Bancorp will become the owner of all the outstanding shares of the common stock of CCBT, and each stockholder of CCBT who does not exercise dissenters' rights with respect to the Plan of Reorganization will become the owner of one share of Bancorp common stock for each share of common stock of CCBT held immediately prior to the consummation of the Proposed Reorganization. On the effective date of the Proposed Reorganization, each share of common stock of CCBT will be automatically converted into and exchanged for one share of Bancorp common stock. The number of shares of Bancorp common stock to be issued at the effective time of the Proposed Reorganization will equal the number of shares of common stock of CCBT issued and outstanding immediately prior thereto, less the number of shares of common stock of CCBT held by dissenting stockholders. Shares of Bancorp common stock that would have been issued had dissenting stockholders not dissented will remain as authorized but unissued shares of Bancorp common stock. The shares of Bancorp common stock that are outstanding prior to the effective time of the Proposed Reorganization, all of which are presently held by CCBT, will be cancelled as part of the Proposed Reorganization. After consummation of the Proposed Reorganization, CCBT, as a subsidiary of Bancorp, will continue to serve the communities it presently serves from its existing office locations. In connection with the Proposed Reorganization, CCBT currently intends to transfer up to $5 million to Bancorp in the form of a capital contribution immediately prior to the _________________________ (ii) the Plan of Reorganization shall have been approved by the Massachusetts Commissioner of Banks and a copy of the Plan of Reorganization with his approval endorsed thereon shall have been filed in his office, all as provided in Section 26B, (iii) any approval, consent or waiver required by the Board of Governors of the Federal Reserve System shall have been received and any waiting period imposed by applicable law shall have expired, (iv) CCBT shall have received a favorable opinion from its counsel, satisfactory in form and substance to CCBT, with respect to the federal income tax consequences of the Plan of Reorganization and the acquisition contemplated thereby, (v) the shares of Bancorp common stock to be issued to the holders of common stock of CCBT pursuant to the Proposed Reorganization shall have been registered or qualified for such issuance to the extent required under all applicable state securities laws, and (vi) CCBT and Bancorp shall have obtained all other consents, permissions and approvals and taken all actions required by law or agreement, or deemed necessary by CCBT or Bancorp, prior to the consummation of the acquisition provided for by the Plan of Reorganization and to Bancorp's having and exercising all rights of ownership with respect to all of the outstanding shares of common stock of CCBT acquired by it thereunder. 4 effective date of the Proposed Reorganization. If such a transfer to Bancorp had been made on June 30, 1998, the leverage, Tier 1 risk-based, and total risk- based capital ratios of CCBT would have been approximately 7.30%, 10.64% and 11.88%, respectively. CCBT would therefore continue to be considered "well- capitalized" under the applicable prompt corrective action regulations. As discussed in the Proxy Statement, attached hereto as Exhibit 3, CCBT generally --------- contemplates that the funds will provide Bancorp with flexibility in its ongoing operations without having to rely on dividends from CCBT. For example, CCBT intends for the funds to enable Bancorp to engage in general corporate activities, such as paying the regular quarterly dividends that CCBT historically has paid to its stockholders. Moreover, although no definitive plans or corporate authorization has yet occurred with respect to this matter, if market conditions warrant, Bancorp may at some point in the future engage in a stock repurchase program or establish a nonbank subsidiary, all in full accordance with Regulation Y. No debt would be incurred in connection with the transfer, and, as demonstrated herein, CCBT would remain well-capitalized under the applicable prompt corrective action guidelines after such transfer. The Charter and By-laws of CCBT will not be affected in any material respect by consummation of the Proposed Reorganization, and the Articles of Organization and By-laws of Bancorp are substantially identical to those of CCBT. The Cape Cod Bank and Trust Company 1997 Stock Option Plan will become a plan of Bancorp. All other stock related benefit plans of CCBT will be unchanged by the Proposed Reorganization, except that any plan which refers to the common stock of CCBT, such as the Cape Cod Bank and Trust Company Employee Stock Ownership Plan and Trust, will, following the completion of the Proposed Reorganization, be deemed to refer instead to Bancorp common stock. The Directors, officers and other employees of CCBT will be unchanged by the Proposed Reorganization. The Board of Directors of Bancorp will initially consist of six of the fourteen persons currently serving as members of the Board of Directors of CCBT. The President and Chief Executive Officer, Chief Financial Officer and the Clerk of Bancorp will initially be the persons currently serving, respectively, as President and Chief Executive Officer, Chief Financial Officer and Secretary of CCBT. FEDERAL RESERVE BOARD REGULATION Y NOTICE REQUIREMENTS Set forth below is a discussion of the relevant provisions of Federal Reserve Board Regulation Y notice procedure which shows that the Proposed Reorganization qualifies for eligibility under the notice procedures of Section 225.17(a), and specifically discusses why the Proposed Reorganization satisfies each of the requirements set forth in Section 225.17(b) and otherwise merits Federal Reserve System approval. For ease of review, the text of each applicable item of Section 225.17 has been set forth in a "box" format. 5 SECTION 225.17(A) ELIGIBILITY REQUIREMENTS To qualify for the notice procedure under Section 225.17, a proposal must satisfy the criteria set forth at Section 225.17(a). As discussed below, the Proposed Reorganization satisfies each of the first seven conditions and will satisfy the eighth condition upon expiration of the 30-day period following notice to the Reserve Bank, assuming no objection or a request for an application under Section 225.15 is received during such period. (1) THE SHAREHOLDER OR SHAREHOLDERS WHO CONTROL AT LEAST 67 PERCENT OF THE SHARES OF THE BANK WILL CONTROL, IMMEDIATELY AFTER THE REORGANIZATION, AT LEAST 67 PERCENT OF THE SHARES OF THE HOLDING COMPANY IN SUBSTANTIALLY THE SAME PROPORTION, EXCEPT FOR CHANGES IN SHAREHOLDERS' INTERESTS RESULTING FROM THE EXERCISE OF DISSENTING SHAREHOLDERS' RIGHTS UNDER STATE OR FEDERAL LAW; In accordance with the Plan of Reorganization, Bancorp will become the owner of all the outstanding shares of common stock of CCBT and each stockholder of CCBT who does not exercise dissenters' rights with respect to the Plan of Reorganization will become the owner of one share of Bancorp common stock for each share of common stock of CCBT held immediately prior to the consummation of the Proposed Reorganization. Accordingly, the Bank believes that this condition will be satisfied. (2) NO SHAREHOLDER, OR GROUP OF SHAREHOLDERS ACTING IN CONCERT, WILL, FOLLOWING THE REORGANIZATION, OWN OR CONTROL 10 PERCENT OR MORE OF ANY CLASS OF VOTING SHARES OF THE BANK HOLDING COMPANY, UNLESS THAT SHAREHOLDER OR GROUP OF SHAREHOLDERS WAS AUTHORIZED, AFTER REVIEW UNDER THE CHANGE IN BANK CONTROL ACT OF 1978 (12 U.S.C. 1817(J)) BY THE APPROPRIATE FEDERAL BANKING AGENCY FOR THE BANK, TO OWN OR CONTROL 10 PERCENT OR MORE OF ANY CLASS OF VOTING SHARES OF THE BANK; Currently, the Abel D. Makepeace Trust/u Will (the "Trust") and certain related interests (including certain trustees who own shares of CCBT other than in their fiduciary capacities and such trustees' spouses, minor children or other relatives living in their home, or estates or trusts in which the trustees have a beneficial interest) (the Trust and these related interests will be collectively referred to herein as the "Trust and Related Interests") own or control in the aggregate more than 10 percent of the common stock of CCBT (see chart attached as Exhibit 4). As discussed in greater detail below, ownership by --------- these parties of CCBT common stock dates back to May 15, 1974, the effective date of the merger between CCBT and Buzzards Bay National Bank in 1974. Based on discussions with the Reserve Bank, we understand that ownership of 10 percent or more of any class of voting shares of CCBT that predates the Change in Bank Control Act of 1978 (12 U.S.C. 1817(j)) (the "CBCA") is deemed not to affect CCBT's eligibility under Section 225.17(a)(2). As noted above, the Trust and Related Interests have 6 continuously held 10 percent or more of the outstanding shares of common stock of CCBT since before 1978. See chart attached as Exhibit 4. Moreover, because the Trust and Related Interests initially acquired their interest in CCBT when Buzzards Bay National Bank merged with CCBT (by means of a conversion of one share of Buzzards Bay common stock into four shares of CCBT common stock), we believe that the Trust and Related Interests acquired CCBT stock in a transaction that would have received substantially the equivalent regulatory review to a notice under the CBCA. No other stockholders, or group of stockholders acting in concert, have acquired ownership or control of 10 percent or more of any class of voting shares of CCBT since 1978 or, based on CCBT's current stockholders as of October 6, 1998 (a list of which is attached hereto as Confidential Exhibit 5), are ---------------------- expected to own or control 10% or more of any class of voting shares of Bancorp following the Proposed Reorganization./2/ Further, based on the foregoing, no company (other than Bancorp) is expected to be required to register as a bank holding company as a result of the Proposed Reorganization, a possibility contemplated by footnote 4 to Section 225.17. Furthermore, as indicated above, Bancorp is not being organized in mutual form. Finally, the Trust is not a bank holding company as defined by Section 2(a) of the Bank Holding Company Act of 1956, as amended, or Section 225.2(c)(1) of Regulation Y because it does not constitute "a company ... that has direct or indirect control of a bank." The Trust is not a "company," as defined by Section 225.2(d)(1), because by its terms the Trust must terminate within 21 years and 10 months after the death of individuals living on the effective date of the trust. (3) THE BANK IS ADEQUATELY CAPITALIZED (AS DEFINED IN SECTION 38 OF THE FEDERAL DEPOSIT INSURANCE ACT (12 U.S.C. 1831O)); As is discussed in the Introduction, CCBT currently is well-capitalized under applicable prompt corrective action regulations. (4) THE BANK HAS RECEIVED AT LEAST A COMPOSITE "SATISFACTORY" RATING AT ITS MOST RECENT EXAMINATION, IN THE EVENT THAT THE BANK WAS EXAMINED; As demonstrated in the certificate attached hereto as Confidential ------------ Exhibit 6, the requirements of Section 225.17(a)(4) have been satisfied. - - --------- _______________________ /2/ CCBT has not become aware of any information since October 6, 1998, which indicates any significant shift in stock ownership since October 6, 1998, or that any such shift will occur prior to the consummation of the Proposed Reorganization. 7 (5) AT THE TIME OF THE REORGANIZATION, NEITHER THE BANK NOR ANY OF ITS OFFICERS, DIRECTORS, OR PRINCIPAL SHAREHOLDERS IS INVOLVED IN ANY UNRESOLVED SUPERVISORY OR ENFORCEMENT MATTERS WITH ANY APPROPRIATE FEDERAL BANKING AGENCY; Neither CCBT nor any of its officers or directors is involved in any unresolved supervisory or enforcement matters with any appropriate federal banking agency. CCBT is not aware of any principal shareholders (as defined in Section 225(2)(n)(2) of Regulation Y) being involved in any unresolved supervisory or enforcement matters with any appropriate federal banking agency. (6) THE COMPANY DEMONSTRATES THAT ANY DEBT THAT IT INCURS AT THE TIME OF THE REORGANIZATION, AND THE PROPOSED MEANS OF RETIRING THIS DEBT, WILL NOT PLACE UNDUE BURDEN ON THE HOLDING COMPANY OR ITS SUBSIDIARY ON A PRO FORMA BASIS; --- ----- Bancorp will not assume any debt at the effective time of the Proposed Reorganization. (7) THE HOLDING COMPANY WILL NOT, AS A RESULT OF THE REORGANIZATION, ACQUIRE CONTROL OF ANY ADDITIONAL BANK OR ENGAGE IN ANY ACTIVITIES OTHER THAN THOSE OF MANAGING AND CONTROLLING BANKS; AND Bancorp, as a result of the Proposed Reorganization, will only directly acquire CCBT and indirectly acquire CCBT's existing subsidiaries. Bancorp has no current plans to acquire any other banking or nonbanking interests. Attached as Confidential Exhibit 7 hereto is a pro forma organizational chart for Bancorp. - - ---------------------- --- ----- (8) DURING THIS PERIOD, NEITHER THE APPROPRIATE RESERVE BANK NOR THE BOARD OBJECTED TO THE PROPOSAL OR REQUIRED THE FILING OF AN APPLICATION UNDER SECTION 225.15 OF THIS SUBPART. Expiration of the 30-day period following receipt of this Notice by the Reserve Bank without such objection or request will satisfy this requirement. 8 SECTION 225.17(B) NOTICE REQUIREMENTS As shown above, the Bank believes that the Proposed Reorganization qualifies for the notice procedure under Section 225.17. Set forth below is additional information required under Section 225.17(b) of Regulation Y in support of the Bank's request for approval of the Proposed Reorganization. (1) CERTIFICATION BY THE NOTIFICANT'S BOARD OF DIRECTORS THAT THE REQUIREMENTS OF 12 U.S.C. 1842(A)(C) AND THIS SECTION ARE MET BY THE PROPOSAL; A copy of the required certification by Bancorp is attached as Exhibit 8 --------- hereto. (2) A LIST IDENTIFYING ALL PRINCIPAL SHAREHOLDERS OF THE BANK PRIOR TO THE REORGANIZATION AND OF THE HOLDING COMPANY FOLLOWING THE REORGANIZATION, AND SPECIFYING THE PERCENTAGE OF SHARES HELD BY EACH PRINCIPAL SHAREHOLDER IN THE BANK AND PROPOSED TO BE HELD IN THE NEW HOLDING COMPANY; Besides the Trust discussed above, CCBT had no principal shareholders (as defined in Section 225(2)(n)(2) of Regulation Y) as of October 6, 1998, and none are contemplated to exist at the consummation of the Proposed Reorganization. A list of all stockholders of CCBT as of October 6, 1998, is attached hereto as Confidential Exhibit 5. ---------------------- (3) A DESCRIPTION OF THE RESULTING MANAGEMENT OF THE PROPOSED BANK HOLDING COMPANY AND ITS SUBSIDIARY BANK, INCLUDING (I) BIOGRAPHICAL INFORMATION REGARDING ANY SENIOR OFFICERS AND DIRECTORS OF THE RESULTING BANK HOLDING COMPANY WHO WERE NOT SENIOR OFFICERS OR DIRECTORS OF THE BANK PRIOR TO THE REORGANIZATION; AND (II) A DETAILED HISTORY OF THE INVOLVEMENT OF ANY OFFICER, DIRECTOR, OR PRINCIPAL SHAREHOLDER OF THE RESULTING BANK HOLDING COMPANY IN ANY ADMINISTRATIVE OR CRIMINAL PROCEEDING; AND Management of CCBT will remain unchanged after the effective time of the Proposed Reorganization. A list of the management of Bancorp after the effective time of the Proposed Reorganization is attached as Exhibit 9 hereto. As --------- discussed above, the initial directors of Bancorp will consist of six of the fourteen persons currently serving as members of the Board of Directors of CCBT. The President and Chief Executive Officer, Chief Financial Officer and the Clerk of Bancorp will initially be the persons serving as, respectively, President and Chief Executive Officer, Chief Financial Officer and Secretary of CCBT. No officer or director is involved in any administrative or criminal proceeding. CCBT is not aware of any principal shareholder being involved in any administrative or criminal proceeding. 9 (4) PRO FORMA FINANCIAL STATEMENTS FOR THE HOLDING COMPANY, AND --------- A DESCRIPTION OF THE AMOUNT, SOURCE, AND TERMS OF DEBT, IF ANY, THAT THE BANK HOLDING COMPANY PROPOSES TO INCUR, AND INFORMATION REGARDING THE SOURCES AND TIMING FOR DEBT SERVICE AND RETIREMENT. CCBT's 1997 year-end and most recent quarterly balance sheets and income statements are included in its annual report and quarterly report on Form 10-Q, attached hereto as Exhibit 1. Attached hereto as Confidential Exhibit 10 are a --------- ----------------------- pro forma consolidated balance sheet at June 30, 1998 for Bancorp and pro forma - - --- ----- --- ----- capital ratios as of June 30, 1998 for CCBT. As discussed more fully above, Bancorp will incur no debt at the effective time of the Proposed Reorganization. REQUEST FOR CONFIDENTIAL TREATMENT Bancorp requests the Federal Reserve System to accord confidential treatment to the materials in the separately bound Confidential Exhibits volume in accordance with Part 261 of the Rules of the Board of Governors Regarding Disclosure of Information and applicable exemptions from the Freedom of Information Act. The materials contained in the Confidential Exhibits volume include privileged and confidential commercial and financial information that is not otherwise publicly available and disclosure of which would likely cause significant competitive harm to Bancorp and CCBT, and material that is contained in, or related to, confidential supervisory information prepared by a federal financial institution supervisory agency that deems such information confidential. Examples of this type of information include the pro forma --- ----- financial statements for Bancorp and CCBT, the list of stockholders of CCBT, and a certificate regarding CCBT's rating at its most recent examination. As such, these materials are exempt from public disclosure requirements and entitled to confidential treatment under (S)(S)(S)(S) 261.8(a)(2) and (a)(3) and (S)(S) 261.17 of the Board'S Rules and the Freedom of Information Act, 5 U.S.C. (S)(S) 552(b). 10 We appreciate your attention to this Notice. Please confirm receipt of an original and 6 copies of this Notice, including the Confidential Exhibits volume provided herewith, by signing or date-stamping the enclosed receipt copy of this letter and returning it to the messenger. As always, if you require additional information or have any questions concerning this Notice, please do not hesitate to call me at (617) 570-1374 or William Pratt Mayer at (617) 570- 1534. Sincerely, /s/ Josefina Rotman Childress Josefina Rotman Childress cc: Stephen B. Lawson President and Chief Executive Officer John S. Burnett Vice President and Secretary Paul W. Lee, P.C. William Pratt Mayer 11 EX-99.7 14 APPLICATION FOR ACQUISITION OF A BANK EXHIBIT 99.7 THE COMMONWEALTH OF MASSACHUSETTS DIVISION OF BANKS LEVERETT SALTONSTALL BUILDING 100 CAMBRIDGE STREET, BOSTON, MASSACHUSETTS 02202 APPLICATION FOR ACQUISITION OF A BANK BY A COMPANY -------------------------------------------------- PURSUANT TO MASSACHUSETTS GENERAL LAWS CHAPTER 172, SECTION 26B, APPLICATION IS HEREBY MADE BY APPLICANT: CCBT Bancorp, Inc. ----------------- ADDRESS: 307 Main Street --------------- Hyannis, Massachusetts 02601 ---------------------------- MAILING ADDRESS, IF DIFFERENT: P.O. Box 1180 ------------- South Yarmouth, Massachusetts 02664-0180 ---------------------------------------- TELEPHONE: (508) 394-1300 -------------- FOR WRITTEN APPROVAL OF THE COMMISSIONER OF BANKS TO ACQUIRE THE FOLLOWING BANK. BANK TO BE ACQUIRED: Cape Cod Bank and Trust Company ------------------------------- ADDRESS: 307 Main Street --------------- Hyannis, Massachusetts 02601 ---------------------------- TELEPHONE: (508) 394-1300 -------------- THREE COPIES OF THIS APPLICATION MUST BE FILED WITH AN APPLICATION FEE IN THE AMOUNT OF $1,500.00 PAYABLE TO THE DIVISION OF BANKS. APPLICATION COORDINATOR: Josefina R. Childress, Esq. -------------------------- TITLE: Attorney -------- ADDRESS: Goodwin, Procter & Hoar LLP ---------------------------- Exchange Place -------------- Boston, MA 02109 ---------------- TELEPHONE: (617) 570-1374 -------------- DATE: December 7, 1998 ---------------- INTRODUCTORY STATEMENT ---------------------- CCBT Bancorp, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts ("Bancorp"), hereby applies to the Massachusetts Commissioner of Banks ("Commissioner of Banks") pursuant to Massachusetts General Laws, Chapter 172, Section 26B ("Section 26B") for approval of its acquisition of all of the capital stock of Cape Cod Bank and Trust Company, a Massachusetts-chartered trust company ("CCBT") (such acquisition hereinafter referred to as the "Proposed Reorganization"). All factual information stated herein has been provided by CCBT. As more fully discussed below, the Proposed Reorganization involves a change in the corporate structure of CCBT by which Bancorp would become the holding company of CCBT and a unitary bank holding company with its stock traded on Nasdaq. CCBT believes a holding company structure provides more flexibility to respond to market demands and thus will enable it to compete more effectively against the much larger competitors that operate in its market. Description of the Parties - - -------------------------- A. Bancorp ------- Bancorp was organized as a Massachusetts corporate subsidiary of CCBT on October 8, 1998 for the sole purpose of becoming the holding company of CCBT in accordance with Massachusetts law. Upon completion of the Proposed Reorganization, CCBT will be a wholly owned subsidiary of Bancorp, and Bancorp will thereby become a bank holding company. Bancorp currently is a shell subsidiary--it has no assets or liabilities and does not conduct any business activity. When Bancorp becomes the holding company of CCBT, its principal activities will be related to its ownership of CCBT stock. In the future, upon receipt of all necessary regulatory approvals, Bancorp may acquire banks or companies engaged in bank-related activities and may engage in such activities as may be permitted by applicable law, although no such activities or acquisitions are contemplated at this time. In any event, in accordance with Section 26B, Bancorp will engage directly or indirectly only in such activities as are now or may hereafter be proper activities for bank holding companies registered under the Bank Holding Company Act of 1956 (the "BHC Act"). B. CCBT ---- CCBT is a Massachusetts-chartered commercial bank with trust powers. The present bank is the result of the merger between Hyannis Trust Company and Cape Cod Trust Company in 1964 and the resulting entity's subsequent merger with Buzzards Bay National Bank in 1974. All of CCBT's facilities are located in Barnstable County, Massachusetts. In addition to the main office located in Hyannis, there are 25 other banking offices located in Brewster, Buzzards Bay, Centerville, Chatham, Dennis, South Dennis, Falmouth, East Harwich, Harwichport, Hyannis, Mashpee, North Eastham, Orleans, Osterville, Pocasset, Provincetown, Sandwich, South Yarmouth, Wellfleet and a Customer Service Center that is located in South Yarmouth. CCBT has 3 wholly-owned subsidiaries: TBM Development Corporation, which holds and manages certain non-performing loans; CCB&T Brokerage Direct, Inc., a broker-dealer for customers' securities transactions; and CCBT Securities Corporation, a securities corporation engaged exclusively in bank-permissible buying and selling of securities. CCBT is the largest commercial bank headquartered in Barnstable County. It offers a range of commercial banking services for individuals, businesses, non-profit organizations, governmental units and fiduciaries. CCBT receives substantially all of its deposits from and makes substantially all of its loans to individuals and businesses on Cape Cod, Massachusetts. CCBT's principal sources of revenue are loans and investments, which accounted for 80% of CCBT's gross income during 1997. Of the remaining portion of revenues, 3% was received from service charges. The balance of revenues was derived from Trust Department income and other miscellaneous items. Banking services for individuals include checking accounts, regular savings accounts, NOW accounts, money market deposit accounts, certificates of deposit, club accounts, mortgage loans, consumer loans, safe deposit services, trust services, discount brokerage and investment services. In the latter category, a substantial amount of CCBT's business involves acting as agent to purchase U.S. Government securities for its customers. CCBT also owns and maintains 30 automated teller machines that are connected to the TX, AMEX, CIRRUS, NYCE, EXCHANGE, and PLUS networks. Trust Department services include estate, tax returns, agency, investment management, discount brokerage, custodial services, and IRA accounts. CCBT has no involvement in foreign countries and does not derive any of its income from foreign sources. Upon completion of the Proposed Reorganization, CCBT will consider conversion of its Massachusetts trust company charter to a national bank charter. At September 30, 1998, CCBT had total assets of $1,201,130,000, total deposits of $740,058,000, and total stockholders' equity of $82,741,000. For the fiscal year ended December 31, 1997 and the nine month period ended September 30, 1998, CCBT had net income of $13,248,536 and $9,108,000, respectively. On September 30, 1998, CCBT's leverage ratio was 6.89% and its Tier 1 risk-based and total risk-based capital ratios were 11.44% and 12.67%, respectively. As a result, CCBT is considered "well-capitalized" under applicable prompt corrective action regulations. A copy of CCBT's most recent quarterly report on Form 10-Q is attached hereto as Appendix H. ---------- 2 Description of the Transaction - - ------------------------------ The Proposed Reorganization will be effected pursuant to a Plan of Reorganization and Acquisition dated as of October 8, 1998, by and between Bancorp and CCBT (the "Plan of Reorganization"), a copy of which is attached hereto as part of Appendix A, in accordance with Section 26B./1/ ---------- In accordance with Section 26B, the Plan of Reorganization was approved by the Boards of Directors of Bancorp and CCBT on October 8, 1998 and by the holders of more than two-thirds of the outstanding shares of CCBT's common stock entitled to vote at a special meeting of CCBT's stockholders held on December 4, 1998. A copy of the proxy statement delivered to the stockholders in connection with the Proposed Reorganization (the "Proxy Statement") is attached hereto as Exhibit 1. - - --------- Under the Plan of Reorganization, Bancorp will become the owner of all the outstanding shares of the common stock of CCBT, and each stockholder of CCBT who does not exercise dissenters' rights with respect to the Plan of Reorganization will become the owner of one share of Bancorp common stock for each share of common stock of CCBT held immediately prior to the consummation of the Proposed Reorganization. On the effective date of the Proposed Reorganization, each share of common stock of CCBT will be automatically converted into and exchanged for one share of Bancorp common stock. The number of shares of Bancorp common stock to be issued at the effective time of the Proposed Reorganization will equal the number of shares of common stock of CCBT issued and outstanding immediately prior thereto, less the number of shares of common stock of ______________________ /1/ The Plan of Reorganization provides that it shall not become effective until all of the following shall have first occurred: (i) the Plan of Reorganization shall have been approved by the affirmative vote of the holders of two-thirds of the outstanding common stock of CCBT at a meeting of such stockholders called for such purpose, (ii) the Plan of Reorganization shall have been approved by the Massachusetts Commissioner of Banks and a copy of the Plan of Reorganization with his approval endorsed thereon shall have been filed in his office, all as provided in Section 26B, (iii) any approval, consent or waiver required by the Board of Governors of the Federal Reserve System shall have been received and any waiting period imposed by applicable law shall have expired, (iv) CCBT shall have received a favorable opinion from its counsel, satisfactory in form and substance to CCBT, with respect to the federal income tax consequences of the Plan of Reorganization and the acquisition contemplated thereby, (v) the shares of Bancorp common stock to be issued to the holders of common stock of CCBT pursuant to the Proposed Reorganization shall have been registered or qualified for such issuance to the extent required under all applicable state securities laws, and (vi) CCBT and Bancorp shall have obtained all other consents, permissions and approvals and taken all actions required by law or agreement, or deemed necessary by CCBT or Bancorp, prior to the consummation of the acquisition provided for by the Plan of Reorganization and to Bancorp's having and exercising all rights of ownership with respect to all of the outstanding shares of common stock of CCBT acquired by it thereunder. 3 CCBT held by dissenting stockholders./2/ The shares of Bancorp common stock that are outstanding prior to the effective time of the Proposed Reorganization, all of which are presently held by CCBT, will be cancelled as part of the Proposed Reorganization. After consummation of the Proposed Reorganization, CCBT, as a subsidiary of Bancorp, will continue to serve the communities it presently serves from its existing office locations. In connection with the Proposed Reorganization, CCBT currently intends to transfer up to $5 million to Bancorp in the form of a capital contribution immediately prior to the effective date of the Proposed Reorganization. If such a transfer to Bancorp had been made on September 30, 1998, the leverage, Tier 1 risk-based, and total risk-based capital ratios of CCBT would have been approximately 6.49%, 10.73% and 11.97%, respectively. CCBT would therefore continue to be considered "well-capitalized" under the applicable prompt corrective action regulations. The Charter and By-laws of CCBT will not be affected in any material respect by consummation of the Proposed Reorganization, and the Articles of Organization and By-laws of Bancorp are substantially identical to those of CCBT. The Cape Cod Bank and Trust Company 1997 Stock Option Plan will become a plan of Bancorp. All other stock related benefit plans of CCBT will be unchanged by the Proposed Reorganization, except that any plan which refers to the common stock of CCBT, such as the Cape Cod Bank and Trust Company Employee Stock Ownership Plan and Trust, will, following the completion of the Proposed Reorganization, be deemed to refer instead to Bancorp common stock. The Directors, officers and other employees of CCBT will be unchanged by the Proposed Reorganization. The Board of Directors of Bancorp will initially consist of six of the fourteen persons currently serving as members of the Board of Directors of CCBT. The President and Chief Executive Officer, Chief Financial Officer and the Clerk of Bancorp will initially be the persons currently serving, respectively, as President and Chief Executive Officer, Chief Financial Officer and Secretary of CCBT. In accordance with Section 26B, the expenses in connection with the Proposed Reorganization and the development of the Plan of Reorganization, in the aggregate, will not exceed 2% of the capital stock, surplus account and undivided profits of CCBT. ________________________ /2/ No stockholders have asserted dissenters' rights following the procedures set forth in Sections 86 to 98 of Chapter 156B of the Massachusetts General Laws. 4 APPLICATION FOR ACQUISITION OF A BANK BY A COMPANY UNDER MASSACHUSETTS GENERAL LAWS CHAPTER 172, SECTION 26B --------------------------------------------------------- PART A - - ------ 1. A written plan of acquisition. ----------------------------- A copy of the Plan of Reorganization is included in Appendix A attached ---------- hereto. 2. A statement addressing the issues of whether competition among banking ---------------------------------------------------------------------- institutions will be unreasonably affected and whether public advantage ----------------------------------------------------------------------- will be promoted. ---------------- Effect on Competition --------------------- The Proposed Reorganization does not raise any competitive issues. The Proposed Reorganization will not result in the addition of a new banking presence to the markets presently served by CCBT or in the consolidation of existing bank operations. CCBT's relative market share will not be altered by the Proposed Reorganization. Following consummation of the Proposed Reorganization, CCBT will continue to serve the same markets as it did prior to the Proposed Reorganization and each of those markets will continue to be served by a variety of significant financial institutions and will remain highly competitive. Indeed, Barnstable County is adjacent to the Federal Reserve Board defined "Boston Market," which includes the largest city in and financial services focal point of New England. Rather than raising competitive concerns, it is expected that the Proposed Reorganization will promote healthy competition in the geographic market areas now served by CCBT. As in the remainder of the United States, the banking industry in the area serviced by CCBT has experienced substantial consolidation, with CCBT now facing significant competition from several competitors much larger in asset size and deposits. The bank holding company structure will provide flexibility for meeting the future financial needs of CCBT and adequately responding to the increasing demands of the financial services market. Public Advantage ---------------- The Proposed Reorganization is expected to promote public advantage and result in net new benefits in several respects. First, as a bank holding company, Bancorp will not be subject to the same regulatory restrictions as CCBT, and will be able to acquire and invest more freely in certain bank and bank-related activities as well as such other activities as might be permitted by regulatory authorities. Second, although no new consumer and business services are currently contemplated, it is anticipated that the bank holding company structure will facilitate the provision of new, wide ranging financial services to consumers and businesses in CCBT's market areas in response to market demands. 5 The anticipated operating efficiencies, financial strength and flexibility gained by the Proposed Reorganization should over time result in the following other "net new benefits:" (1) capital investments; (2) job creation for Massachusetts citizens; and (3) a continued commitment by CCBT to maintain and open branches in its delineated local community, as market conditions warrant. As to capital investments, although no significant capital investments are currently contemplated in connection with the Proposed Reorganization, CCBT and Bancorp believe that the expanded business opportunities that will result from the bank holding company structure and any operating efficiencies gained thereby will lead to increased profits and retained earnings. This strengthened financial position will help meet the lending demands of CCBT's communities and enhance CCBT's ability to service the needs of both the citizens and the businesses of its communities. As to job creation, Bancorp's ability to invest in certain bank and bank-related activities may result in the expansion of its business, which could translate into more job opportunities for Massachusetts citizens. Furthermore, in addition to the potential for internal capital investments and job creation, CCBT's contemplated enhanced ability to act as a source of financial services for the communities it serves should assist the businesses and citizens in those communities to expand and create jobs in their markets. This community benefit is even further augmented by CCBT's commitment to the low and middle income residents in those areas as demonstrated by its most recent satisfactory Community Reinvestment Act rating. Finally, as to branch issues, CCBT has historically demonstrated its commitment to maintain and open branches in its communities. No branch closings are expected to result from the Proposed Reorganization. Instead, it is anticipated that the flexibility and financial strength that will result from the Proposed Reorganization will enable CCBT to continue to open or acquire additional branches within its communities, as market conditions warrant. As the foregoing demonstrates, the Proposed Reorganization is anticipated to have a positive effect on competition and is also anticipated to result in public advantage, including net new benefits. More generally, the proposed holding company structure is anticipated to permit Bancorp and CCBT to effectively compete against competitors having a substantially larger percentage of deposits in their markets. 3. A statement on the financing plans for the company. -------------------------------------------------- As mentioned in the Introductory Statement, in connection with the Proposed Reorganization and in accordance with applicable law, CCBT currently contemplates to transfer up to approximately $5 million to Bancorp. A transfer of $5 million to Bancorp would reduce CCBT's stockholders' equity as of September 30, 1998, to approximately $77.7 million. If such a transfer to Bancorp had been made on September 30, 1998, the leverage, Tier 1 risk-based, and total risk-based capital ratios of CCBT would have been approximately 6 6.49%, 10.73 % and 11.97%, respectively, resulting in its still being considered "well- capitalized" under applicable prompt corrective action regulations. Attached as Exhibit 2 hereto is a table which sets forth (i) the --------- consolidated capitalization of CCBT as of September 30, 1998; (ii) the pro forma --- ----- consolidated capitalization of CCBT as of September 30, 1998 after giving effect to the Proposed Reorganization (which reflects the proposed transfer of $5 million from CCBT's undivided profits to Bancorp); and (iii) the pro forma --- ----- capitalization of Bancorp on a consolidated basis after giving effect to the Proposed Reorganization. Neither CCBT nor Bancorp plans to incur any debt in connection with the Proposed Reorganization. 4. A statement on the business objectives of the company. ----------------------------------------------------- The Board of Directors of CCBT believes that a holding company structure will provide flexibility for meeting the future financial needs of CCBT and responding to competitive conditions in the financial services market. For example, although no transactions are presently contemplated, the holding company structure will facilitate the acquisition of other banks as well as other companies engaged in bank-related activities if and when opportunities arise. In this regard, a holding company structure would permit an acquired entity to operate on a more autonomous basis as a wholly owned subsidiary of Bancorp rather than as a division of CCBT. This more autonomous operation may be decisive in acquisition negotiations. In addition, the stock of Bancorp might serve as appropriate consideration in any such acquisition. Moreover, as a bank holding company, Bancorp will not be subject to the same regulatory restrictions as CCBT, and will be able to acquire and invest more freely in certain bank and bank-related activities as well as such other activities as might be permitted by regulatory authorities. In addition, Bancorp will not be subject to the same regulatory limitations on the amounts which it can invest in its subsidiaries and other businesses and will not be required to obtain regulatory approval before issuing shares of its capital stock, except under certain circumstances. Furthermore, although CCBT is allowed to effect stock repurchases under state law, such repurchases by CCBT would be subject to regulatory approval under federal and Massachusetts banking laws while stock repurchases by Bancorp would not require state or federal approval, except in limited circumstances. 5. Provide a copy of a prospectus and any other information describing the ----------------------------------------------------------------------- transaction. ----------- A copy of the Proxy Statement, which includes a description of the Proposed Reorganization, is attached hereto as Exhibit 1. --------- 7 6. Provide a corporate structure chart for the company and the bank which ---------------------------------------------------------------------- includes any subsidiaries. Indicate the relational structure of the ------------------------------------------------------------------- corporate entities including all subsidiaries. --------------------------------------------- A copy of an organizational chart for Bancorp and CCBT, including CCBT's subsidiaries, TBM Development Corporation, CCB&T Brokerage Direct, Inc. and CCBT Securities Corporation, is attached hereto as Exhibit 3. 7. Provide information on all required regulatory approvals necessary to --------------------------------------------------------------------- complete the transaction; include information on the status of each ------------------------------------------------------------------- application and include a copy of any approvals received. -------------------------------------------------------- In connection with the Proposed Reorganization, on October 26, 1998, Bancorp filed a notice with the Federal Reserve Bank of Boston (the "Reserve Bank") pursuant to Section 225.17 of Regulation Y (12 C.F.R. ss. 225.17) to form a bank holding company (the "FRB Notice"). Subsequently, the Reserve Bank informed Bancorp that the FRB Notice would be processed as an application under delegated authority pursuant to Section 225.15 of Regulation Y (12 C.F.R. ss. 225.15) and requested certain additional information (the "FRB Comment Letter"). On November 12, 1998, Bancorp submitted a response to the FRB Comment Letter (the "Response to FRB Comment Letter"). Copies of the FRB Notice and the Response to FRB Comment Letter, excluding any confidential sections, are being submitted in separately bound volumes. PART B - - ------ If applicable, submit a request for approval to acquire more than ten --------------------------------------------------------------------- percent of a savings bank or a co-operative bank in stock form pursuant to -------------------------------------------------------------------------- 209 CMR 33.08(6)(c) and include the date of such conversion. ----------------------------------------------------------- This item is not applicable. 8 -----END PRIVACY-ENHANCED MESSAGE-----