DEFA14A

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): October 6, 2016

GEORGETOWN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-35595	80-0817763
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

2 East Main Street, Georgetown, MA	01833
(Address of Principal Executive Offices)	(Zip Code)

978-352-8600

(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 (see General Instruction A.2. below):

¨ 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 Information.

On October 6, 2016, Salem Five Bancorp, a Massachusetts mutual holding company, and Georgetown Bancorp, Inc., a Maryland corporation (“Georgetown Bancorp”), issued a joint press release announcing that they entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Salem Five Bancorp will acquire Georgetown Bancorp, and Salem Five Bancorp’s wholly-owned subsidiary, Salem Five Cents Savings Bank, will acquire Georgetown Bank, the wholly-owned subsidiary of Georgetown Bancorp. Under the terms of the Merger Agreement, Salem Five Bancorp will acquire all of Georgetown Bancorp’s outstanding common stock at a price of $26.00 per share in cash.

A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of Frequently Asked Questions provided to employees of Georgetown Bank is attached hereto as Exhibit 99.2.

Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, including delays in obtaining regulatory or shareholder approval, difficulties in achieving cost savings from the merger or in achieving such cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Georgetown Bancorp and Salem Five Bancorp, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Georgetown Bancorp and Salem Five Bancorp are engaged, changes in the securities markets and other risks and uncertainties.

Additional Information

Georgetown Bancorp will provide its shareholders with a proxy statement and other relevant documents concerning the proposed transaction. Shareholders of Georgetown Bancorp are urged to read the proxy statement and other relevant documents and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding the transaction. Shareholders of Georgetown Bancorp will be able to obtain a copy of the proxy statement, and any other relevant documents, without charge, when they become available, at the Securities and Exchange Commission website (http://www.sec.gov) or by directing a request to:

Robert E. Balletto

President and Chief Executive Officer

Georgetown Bancorp, Inc.

2 East Main Street

Georgetown, MA 01833

Georgetown Bancorp and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Georgetown Bancorp in connection with the proposed transaction. Information about the directors and executive officers of Georgetown Bancorp, their ownership of Georgetown Bancorp common stock along with additional information regarding the interests of such participants in the transaction and any agreements with such persons to vote shares of Georgetown Bancorp for approval of the proposed transaction with Salem Five Bancorp will be contained in the proxy statement when it becomes available.

Item 9.01.         Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.	Description
99.1	Press Release Dated October 6, 2016
99.2	Salem Five Bank and Georgetown Frequently Asked Questions

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 hereunto duly authorized.

		GEORGETOWN BANCORP, INC.
DATE:  October 6, 2016	By:	\s\ Robert E. Balletto
		Robert E. Balletto
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

   

For Immediate Release

Contact:
Martha R. Acworth, Senior Vice President/CMO

Salem Five Bank

978-720-5340

martha.acworth@salemfive.com

Robert Balletto, President/CEO

Georgetown Bancorp, Inc.

978-352-8600 ext. 1201

rballetto@georgetownbank.com

Salem Five Bancorp to Acquire Georgetown Bancorp, Inc.

Salem, MA and Georgetown, MA – October 6, 2016 – Salem Five Bancorp, parent of Salem Five Cents Savings Bank (“Salem Five Bank”) and Georgetown Bancorp, Inc. (NASDAQ: GTWN) (“Georgetown Bancorp”) parent of Georgetown Bank, today jointly announced that they have signed a definitive agreement whereby Salem Five Bancorp has agreed to acquire Georgetown Bancorp, Inc. and its subsidiary Georgetown Bank, in an all cash transaction valued at approximately $49.2 million.

Under the terms of the agreement, shareholders of Georgetown Bancorp, Inc. will receive $26.00 in cash in exchange for each share of Georgetown Bancorp common stock. The consideration represents approximately 148% of Georgetown Bancorp tangible book value at June 30, 2016.

“Salem Five and Georgetown Bank both have longstanding histories as community banks with high standards of integrity, as well as a strong sense of responsibility for the economic vitality of our region. Their foot print is an area of the North Shore, Merrimack Valley and Southern New Hampshire where we are excited to expand our existing branch franchise and complement Salem Five’s existing retail network. Salem Five looks forward to serving the families, businesses, and communities that have relied on Georgetown Bank’s high quality banking with our own trademark commitment to exceptional service and technology,” said Ping Yin Chai, Salem Five Bancorp President and Chief Executive Officer.

At June 30, 2016, Salem Five Bancorp’s consolidated assets were approximately $4.0 billion and Georgetown Bancorp, Inc. had assets of approximately $300 million. Georgetown Bancorp and Salem Five Bancorp are both considered well-capitalized under applicable regulatory capital guidelines, and Salem Five expects to be well-capitalized under such standards upon completion of the transaction. After the completion of the merger, which is expected to close during the first quarter of 2017, the combined entity is expected to have approximately $4.3 billion in assets.

“Georgetown Bank is very excited to partner with Salem Five, one of the most respected community banking organizations in Massachusetts. Our values, culture, management style, and approach to business are very much the same. Additionally, with 30 branches, $4.0 billion in assets, and varied business units, Salem Five can offer career opportunities for our employees, financial services, and community support far greater than we can at our current size and scope. We couldn’t be more confident that this partnership is in the best interests of all of our constituents; shareholders, employees, customers, and community and we look forward to a vibrant and successful future together,” stated Robert E. Balletto, President and Chief Executive Officer of Georgetown Bancorp.

The respective boards of each parent company have unanimously approved the transaction. The transaction is subject to receipt of state and federal regulatory approvals and approval by shareholders of Georgetown Bancorp.

Sandler O’Neill & Partners, L.P. acted as financial advisor to Salem Five Bancorp, and Keefe, Bruyette & Woods, Inc. acted as financial advisor to Georgetown Bancorp, Inc. K&L Gates LLP served as legal counsel to Salem Five Bancorp and Luse Gorman, PC served as legal counsel to Georgetown Bancorp.

About Salem Five Bancorp

Salem Five Bancorp is the parent company of Salem Five Bank (www.salemfive.com), a mutual institution founded in 1855 which designs and delivers sophisticated consumer and commercial banking products and services utilizing smart technology. Salem Five’s products and services are designed from its core belief that, with the right tools and expert service, it is possible to make money less complicated and thereby make customers’ lives simpler and easier. Among the first banks in the country to offer online banking, Salem Five continues to innovate, providing banking access wherever its customers need it: online, mobile, ATMs, offices, phone, email and more. Salem Five is one of the largest Massachusetts-headquartered mutual savings banks with approximately $4.0 billion in assets and 30 retail branches in Essex, Middlesex, Suffolk and Norfolk counties. Deposits are insured through the FDIC and DIF. Salem Five Mortgage Company finances more homes statewide than any other Massachusetts bank, and is one of the largest servicers of mortgages in New England. Salem Five Financial offers financial and retirement planning, portfolio review and money management with a focus on retirement income. Salem Five Insurance provides personal and commercial insurance. Investment and Insurance products sold through Salem Five Financial or Salem Five Insurance are not FDIC insured, not bank guaranteed, may lose value, are not a deposit and not insured by any federal government agency.

About Georgetown Bancorp, Inc.

Georgetown Bancorp, Inc. is the holding company for Georgetown Bank. Georgetown Bank, with branch offices in Georgetown, North Andover and Rowley, Massachusetts, as well as Stratham, New Hampshire, is committed to making a positive difference in the markets it serves. Georgetown Bank’s highest priority is to provide exceptional personal service, act with high ethical standards and in the best interest of its customers, employees, shareholders and business partners. Georgetown Bank strives to help each of its customers achieve their unique financial goals through a competitive array of financial products and services.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, including delays in obtaining regulatory or shareholder approval, difficulties in achieving cost savings from the merger or in achieving such cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Georgetown Bancorp, Inc. and Salem Five Bancorp, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Georgetown Bancorp, Inc. and Salem Five Bancorp are engaged, changes in the securities markets and other risks and uncertainties.

This press release does not constitute a solicitation of proxies.

Georgetown Bancorp, Inc. will provide its shareholders with a proxy statement and other relevant documents concerning the proposed transaction. Shareholders of Georgetown Bancorp are urged to read the proxy statement and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding the transaction. Shareholders of Georgetown Bancorp will also be able to obtain a copy of the proxy statement, without charge, when it becomes available, by directing a request to:

Robert E. Balletto

President and Chief Executive Officer

Georgetown Bancorp, Inc.

2 East Main Street

Georgetown, MA 01833

Georgetown Bancorp, Inc. and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Georgetown Bancorp in connection with the merger. Information about the directors and executive officers of Georgetown Bancorp, their ownership of Georgetown Bancorp common stock along with additional information regarding the interests of such participants in the transaction and any agreements with such persons to vote shares of Georgetown Bancorp for approval of this merger with Salem Five will be contained in the proxy statement when it becomes available.

Persons seeking additional information regarding Georgetown Bancorp, Salem Five Bancorp or the transaction may wish to visit the websites of each institution:

Georgetown Bancorp, Inc. - http://www.georgetownbank.com/

Salem Five Bancorp - https://www.salemfive.com/

EX-99.2

Exhibit 99.2

Salem Five Bank and Georgetown Frequently Asked Questions

subject to final regulatory approval

1. Will there be a job for me at Georgetown or will my position be eliminated?

2. Why did Georgetown decide to merge with Salem Five?

3. How long will the merger take?

4. Will the Georgetown name change?

5. What will the new management reporting structure look like?

6. If my position is eliminated, will I receive a severance package?

7. If my role changes and it’s not what I want to do, what other options are available to me?

8. Will my pay change as a result of this merger (base compensation, bonus, commission, etc.)?

9. Will Georgetown employees still be eligible for a 2017 salary review and potential increase?

10. How will my benefits be impacted?

11. What will happen to the ESOP Plan?

12. What is the culture of the new company and will it be a fit for me?

13. What policies and procedures will be changing?

14. Will the main office administrative staff be required to commute farther or relocate?

15. Will any branches close?

16. What do I say to customers?

17. How should we answer the phone?

18. How can I learn more about Salem Five?

19. When will we meet the other staff from Salem Five?

20. What will change and what will stay the same?

21. Who should we contact if we have questions?

22. What should I do if someone from the media calls to ask questions?

1. Will there be a job for me at Georgetown or will my position be eliminated?

Neither management team is seeking to make any immediate changes. There may be efficiencies that can be gained over time. However, those will only be determined after careful consideration together with Georgetown management and prior notice to the employee wherever possible. Salem Five has many opportunities and we will include Georgetown employees on all internal job postings.

2. Why did Georgetown decide to merge with Salem Five?

This decision marks the beginning of a new phase of growth for Georgetown Bank and is the result of much deliberation and planning over a period of many months. We believe that merging with Salem Five will result in growth opportunities for our employees and the ability to offer our customers an even greater array of products and services.

3. How long will the merger take?

This merger will take place in two phases.

Since the transaction is subject to state and federal regulatory approvals, Phase 1, the “Approval” phase, begins today and will continue until the proposed merger receives Georgetown shareholder and regulatory approval. We anticipate that this will occur in the first

Page 1 of 5

Salem Five Bank and Georgetown Frequently Asked Questions

subject to final regulatory approval

quarter of 2017 and conclude on the legal “Closing Date.” This is the date that Georgetown Employees will become Salem Five employees and there will be a transition of our payroll and benefits, even though we will continue to operate as “Georgetown Bank, a Division of Salem Five Bank.”

Phase 2, the “Integration” phase will begin on the Closing Date, and last until the core systems and organizations are fully integrated. We anticipate this to be completed in March of 2018.

4. Will the Georgetown name change?

Following the Closing Date, we will be known as “Georgetown Bank, a Division of Salem Five Bank.” Once the integration is completed in 2018, the name will officially change to Salem Five Bank.

5. What will the new management reporting structure look like?

After the Closing Date, the Georgetown executive management will report to their Salem Five counterparts. Some Georgetown Bank departments will begin new reporting relationships more quickly than others, based on business needs. These changes will be announced as soon as they are finalized. Any changes that could occur during the Integration phase will be done through a careful evaluation of the position and understanding its impact to the customer and the employee.

6. If my position is eliminated, will I receive a severance package?

Yes. A severance package will be available to employees whose positions are eliminated as result of the merger, up to 12 months following completion of the Integration phase. These employees will be offered severance that provides 2 weeks’ pay per year of employment with a minimum of 4 weeks’ pay up to a maximum of 26 weeks.

7. If my role changes and it’s not what I want to do, what other options are available to me?

Salem Five has many opportunities and employees are welcome to explore open positions. If an employee’s role does change and an employee is not happy, they should speak with their manager or human resources.

8. Will my pay change as a result of this merger (base compensation, bonus, commission, etc.)?

Salem Five will not be reducing base compensation of any employee. Over time as incentive plans are aligned with Salem Five they will change. While the organizations will be operating separately in 2017, the compensation plans for incentives, commission and bonus will also remain separate. Going forward if there are any negative consequences, they will be carefully reviewed and discussed.

9. Will Georgetown employees still be eligible for a 2017 salary review and potential increase?

Yes. Georgetown will complete its standard management performance and salary review process in November/December 2016.

Page 2 of 5

Salem Five Bank and Georgetown Frequently Asked Questions

subject to final regulatory approval

10. How will my benefits be impacted?

All benefits will continue to be provided by Georgetown until the Closing Date, when we will transition to Salem Five’s benefit plans, programs and payroll system. Length of service with Georgetown will be honored in the calculation of benefits. Salem Five is a Mutual and therefore a stock benefit plan does not exist. Prior to any benefit transition, you will be provided with comprehensive information about the Salem Five benefit structure.

11. What will happen to the ESOP?

Early in 2017, eligible employees will receive a 2016 contribution to their ESOP account as in previous years. On the Closing Date, the ESOP Plan will be terminated, employees will become fully vested in their shares, and the shares will be converted to cash at the merger price of $26.00 per share in accordance with the ESOP documents and IRS requirements. As a result, eligible ESOP participants will also be awarded an additional portion of any unallocated shares that remain outstanding in the ESOP after the ESOP repays its loan to Georgetown Bancorp.

12. What is the culture of the new company and will it be a fit for me?

Georgetown and Salem Five are very similar in their culture and values. Salem Five and Georgetown have strong support for their employees, customers and communities.

13. What policies and procedures will be changing?

Georgetown will continue to operate under current policies and practices until the Closing Date, when we will then be operating under Salem Five policies and procedures.

14. Will the main office administrative staff be required to commute farther or relocate?

No, not at this time. Since the integration will be complete in March 2018, we do not envision changes to occur in the near term. If a role changes or an employee accepts a position at an alternate Salem Five location, then an employee would work out of the location associated with that role.

15. Will any branches close?

Georgetown has a strong branch network that will compliment Salem Five as we expand further into the Merrimack Valley and Southern, NH. There is only one location where there is an overlap of branches, in North Andover. It has not yet been determined which location will best serve our customers. This merger is about growth and offering customers enhanced services. The Georgetown branches provide Salem Five with the opportunity to continue to expand its footprint. Affected employees will be given every opportunity to continue their employment within the organization.

16. What do I say to customers who call?

There are no changes for the customers and they should continue to work with their Georgetown representatives. This is an opportunity for Georgetown to continue to service customers and the community by joining with an organization with similar history and high standards of integrity. During the Integration phase, we will keep you informed of any changes

Page 3 of 5

Salem Five Bank and Georgetown Frequently Asked Questions

subject to final regulatory approval

to procedures or policies. Customers of either institution will not be able to fully utilize branches of the other location until the integration is completed in March 2018.

17. How should we answer the phone?

You should continue to answer the phone as you do today. Any changes to that will be made over time and will be based on what is in the best interest of the customers.

18. How can I learn more about Salem Five?

Salem Five’s website www.salemfive.com provides information on our many products and services. We will hold informational sessions with employees.

19. When will we meet the other staff from Salem Five?

We will hold an event on Wednesday, October 12, 2016 at the Black Swan Country Club in Georgetown at 5PM to give employees the opportunity to meet senior management.

20. What will change and what will stay the same?

It is still too early to know exactly what will change and when. However, it is the intention of management to ensure a smooth integration accomplished through a collaborative effort.

21. Who should we contact if we have questions?

Continue to talk with your manager and follow the same process that you do today to address your questions or concerns.

22. What should I do if someone from the media calls to ask questions?

All calls must be directed to Bob Balletto.

# # #

These FAQs do not constitute a solicitation of proxies.

Georgetown Bancorp, Inc. will provide its shareholders with a proxy statement and other relevant documents concerning the proposed transaction. Shareholders of Georgetown Bancorp are urged to read the proxy statement and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding the transaction. Shareholders of Georgetown Bancorp will also be able to obtain a copy of the proxy statement, without charge, when it becomes available, by directing a request to:

Robert E. Balletto

President and Chief Executive Officer

Georgetown Bancorp, Inc.

2 East Main Street

Georgetown, MA 01833

Georgetown Bancorp, Inc. and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Georgetown Bancorp in connection with the merger. Information about the directors and executive officers of Georgetown Bancorp, their ownership of Georgetown

Page 4 of 5

Salem Five Bank and Georgetown Frequently Asked Questions

subject to final regulatory approval

Bancorp common stock along with additional information regarding the interests of such participants in the transaction and any agreements with such persons to vote shares of Georgetown Bancorp for approval of this merger with Salem Five will be contained in the proxy statement when it becomes available.

Page 5 of 5