-----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, UzZkZGRxuxGP/8lQVEHQVzLeYVJKvY4ve4cW8AJ5a2II2Lz0mIump4p415Tnn91g yLIwu5ehXVQUbWImjsbEXg== /in/edgar/work/0000914317-00-000714/0000914317-00-000714.txt : 20001031 0000914317-00-000714.hdr.sgml : 20001031 ACCESSION NUMBER: 0000914317-00-000714 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001018 ITEM INFORMATION: FILED AS OF DATE: 20001030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPSWICH BANCSHARES INC CENTRAL INDEX KEY: 0001089857 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 043459169 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26663 FILM NUMBER: 748622 BUSINESS ADDRESS: STREET 1: 23 MARKET STREET CITY: IPSWICH STATE: MA ZIP: 01938 BUSINESS PHONE: 9783567777 MAIL ADDRESS: STREET 1: 23 MARKET STREET CITY: IPSWICH STATE: MA ZIP: 01938 8-K 1 0001.txt 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 Date of Report (Date of earliest event reported) October 18, 2000 ---------------- Ipswich Bancshares, Inc. -------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Massachusetts 00-26663 04-3459169 - -------------------------- ------------ ---------------------- (State or other jurisdic- (Commission (IRS Employer tion of incorporation) File Number) Identification Number) 23 Market Street, Ipswich, Massachusetts 01938 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (978) 356-7777 ------------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On October 18, 2000, the Board of Directors of Ipswich Bancshares, Inc. (the "Registrant") authorized the repurchase of up to 226,315 shares of the Registrant's common stock, representing approximately 10% of the Registrant's outstanding common stock. The Board delegated to the discretion of senior management the authority to determine the timing of the repurchase program's commencement, the timing of subsequent purchases and the prices at which repurchases will be made. Repurchases may be made for a period of one year without further Board authorization. (c) Exhibits. (99) Press release dated October 19, 2000 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. IPSWICH BANCSHARES, INC. By: /s/ Francis Kenney ---------------------------- Francis Kenney Treasurer EX-99 2 0002.txt PRESS RELEASE THIRD QUARTER EARNINGS For Further Information Contact: For Immediate Release Francis Kenney OCTOBER 19, 2000 Senior Vice President & CFO Ipswich Bancshares, Inc. 23 Market Street Ipswich, MA 01938 (978) 356-7777 www.ipswichbank.com IPSWICH BANCSHARES ANNOUNCES 10% STOCK REPURCHASE COMPLETED; APPROVES NEW 10% PROGRAM Ipswich, Massachusetts, October 19 / Ipswich Bancshares, Inc. (NASDAQ NM: IPSW) announced third quarter net income of $617,000, or $.26 per fully diluted share compared to $1 million, or $.40 per fully diluted share for the corresponding quarter in 1999. For the nine months ended September 30, 2000, net income totaled $2 million, or $.81 per fully diluted share, as compared with $2.4 million, or $.94 per fully diluted share for the same period in 1999. The third quarter results in 2000 include a pre-tax loss of $153,000 from the sale of $6 million of fixed rate loans to reduce the Company's interest rate risk. The loan restructuring reduced third quarter earnings per share by $.04. Adjusted for the loan portfolio restructuring, third quarter per share earnings were $.30 and return on equity was 16.9%. David L. Grey, President and Chief Executive Officer, stated "third quarter results for 2000 reflects the Company's emphasis on its retail banking strategy. The net interest margin was impacted favorably by the Company's addition of $7.8 million in checking account deposits, a 17.5% increase over the last twelve months. This growth in core checking deposits has translated into a substantial increase in the retail banking fees, which increased 18.2% in the current quarter, versus the same quarter in 1999. We continue to believe our stock represents good value, which is why the Board authorized a new stock repurchase program." During the third quarter of 2000, the Company completed its 10% stock repurchase program which was announced March 16, 2000, and currently has repurchased 262,400 shares at an average price of $8.75. The Board now has authorized management to repurchase an additional 226,315 shares, or 10%, of the current outstanding common shares. Pursuant to the Company's repurchase program, the shares will be purchased by the Company from time to time, depending upon market conditions in privately negotiated transactions or open market purchases in accordance with applicable regulations of the Securities and Exchange Commission. The Board delegates to the discretion of Ipswich Bancshares, Inc.'s Senior Management, the authority to determine the timing of the repurchase program's commencement, the timing of subsequent purchases and the prices at which repurchases will be made. Ipswich Bancshares may repurchase its common shares without further Board authorization for one year. Ipswich Bancshares, Inc. is the one-bank holding company parent of IpswichBank. IpswichBank is a Massachusetts chartered savings bank, organized in 1869 and headquartered in Ipswich, Massachusetts with total assets of $289 million at September 30, 2000. IpswichBank presently operates eight full-service banking offices, including its headquarters. The Bank's deposits are insured by the Federal Deposit Insurance Corporation and the Depositors Insurance Fund. Certain statements contained herein are not based on historical facts and are "Forward Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward Looking Statements which are based on various assumptions, may be identified by reference to a future period or periods or by the use of forward looking terminology such as "may", "well", "believe", "expect", "estimate", "anticipate", "continue" or similar terms or variations on these terms or the negative of these terms. Actual results could differ materially from those set forth in Forward Looking Statements due to a variety of factors including credit risk management, asset liability management, the financial securities market and regulatory issues. STOCK LISTING ------------- The Common Stock is traded on the NASDAQ National Market under the ticker symbol: "IPSW". SELECTED MARKET MAKERS ---------------------- TUCK KBWI Tucker Anthony Keefe, Bruyette & Woods 1 Beacon Street One Financial Plaza Boston, MA 02108 Hartford, CT 06103 (617) 725-2000 (860) 297-0300 HERZ OPCO Herzog, Heine, Geduld, Inc. CIBC Oppenheimer 26 Broadway/1st Floor CIBC Tower/World Financial Center New York, NY 10007 New York, NY 10281 (212) 908-4000 (800) 999-6726 TRANSFER AGENT -------------- For questions pertaining to dividend payments, stock registration, address changes, etc., please contact: Investor Relations, Registrar and Transfer Company 10 Commerce Drive, Cranford, NJ 07016 (800) 368-5948 -----END PRIVACY-ENHANCED MESSAGE-----