UNITED STATES
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): September 29, 2015
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-54447 | 01-0969655 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 333 Church Street, Naugatuck, Connecticut | 06770 |
| (Address of principal executive offices) | (Zip Code) |
(203) 720-5000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On September 29, 2015, Liberty Bank, headquartered in Middletown, Connecticut, and Naugatuck Valley Financial Corporation, headquartered in Naugatuck, Connecticut (NASDAQ: “NVSL”), announced that the Federal Deposit Insurance Corporation has approved the proposal to merge Naugatuck Valley Savings and Loan, the bank subsidiary of NVSL, into Liberty Bank.
The Federal Reserve Bank of Boston has granted Liberty Bank
a waiver of its merger application requirements. The transaction remains subject to the approval of the Connecticut Department
of Banking and NVSL Stockholders.
NVSL stockholders will vote on the proposed merger at a special meeting of the stockholders scheduled for October 8, 2015. The
transaction is expected to close in the first quarter of 2016.
Stockholders of NVSL will be entitled to receive $11.00 in cash for each common share of NVSL stock.
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.
| NAUGATUCK VALLEY FINANCIAL CORPORATION | |||
| Date: September 29, 2015 | By: | /s/ William C. Calderara | |
| William C. Calderara | |||
| President and Chief Executive Officer | |||
Exhibit 99.1
Liberty Bank’s Merger with Naugatuck Valley Savings and Loan
Receives FDIC Approval
Middletown, CT and Naugatuck, CT – September 29, 2015 – Liberty Bank, headquartered in Middletown, Connecticut, and Naugatuck Valley Financial Corporation, headquartered in Naugatuck, Connecticut (NASDAQ: “NVSL”), today announced that the Federal Deposit Insurance Corporation has approved the proposal to merge Naugatuck Valley Savings and Loan, the bank subsidiary of NVSL, into Liberty Bank.
The Federal Reserve Bank of Boston has granted Liberty Bank a waiver of its merger application requirements. The transaction remains subject to the approval of the Connecticut Department of Banking and NVSL Stockholders.
NVSL stockholders will vote on the proposed merger at a special meeting of the stockholders scheduled for October 8, 2015. The transaction is expected to close in the first quarter of 2016.
Stockholders of NVSL will be entitled to receive $11.00 in cash for each common share of NVSL stock.
Additional Information About the Merger and Where to Find It
In connection with the proposed merger transaction, NVSL has filed with the Securities and Exchange Commission (the “SEC”) a Proxy Statement. Stockholders of NVSL are urged to read the Proxy Statement regarding the proposed merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information.
A free copy of the Proxy Statement, as well as other filings containing information about NVSL, may be obtained at the SEC’s Internet site (http://www.sec.gov). You are also able to obtain these documents, free of charge, from NVSL at www.NVSL.com under the tab “Shareholder Relations” and then “Annual Reports and SEC Materials.” Copies of the Proxy Statement can also be obtained, free of charge, by directing a request to Shareholder Relations, Naugatuck Valley Financial Corporation, 333 Church Street, Naugatuck, CT 06770 (203) 720-5000.
Participants in the Solicitation
NVSL and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of NVSL in connection with the proposed merger. Information about the directors and executive officers of NVSL is set forth in the proxy statement for NVSL’s 2015 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 8, 2015. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.
Liberty Bank
Liberty Bank was established in 1825 and is the oldest chartered bank in Connecticut. Liberty Bank is a mutual bank with assets of approximately $4.0 billion and capital of $600 million. Through its nearly fifty (50) branch network in Connecticut, Liberty Bank provides financial services to individuals, businesses, not-for-profit organizations and government entities through its commercial and consumer lending divisions, corporate services, retail banking and investment management services. For more information, please visit www.liberty-bank.com.
NVSL
Naugatuck Valley Financial Corporation, a savings and loan holding company headquartered in Naugatuck, Connecticut, is the parent company of Naugatuck Valley Savings and Loan, a federal stock savings bank with assets of approximately $500 million. Naugatuck Valley Savings and Loan is headquartered in Naugatuck, Connecticut and serves its customers through its nine (9) office branch network in Connecticut’s New Haven and Fairfield Counties. Naugatuck Valley Savings and Loan is a community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses within its market area.
Special Note Concerning Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. All statements in this document, including forward-looking statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information or future events.
A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from forward-looking statements. These factors include, among others, the following: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by NVSL’s stockholders, on the expected terms and schedule; delay in closing the merger; changes in interest rates; national and regional economic conditions; legislative and regulatory changes; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the size, quality and composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in our market area; changes in real estate market values in our market area; and changes in relevant accounting principles and guidelines. Additional factors are discussed under “Item 1A – Risk Factors” in NVSL’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
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Contacts:
Liberty Bank
Chandler J. Howard
President & Chief Executive Officer
(860) 344-7200
Naugatuck Valley Financial Corporation
William C. Calderara
President & Chief Executive Officer
(203) 720-5000