-----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, FfNvNvw6PcbZ5KREAv8a+f6fanO/ze4OuhPq1aYuT/JY8INLad9ybPjXdpmtc+Pq ZZgLr/sEnwSKYOTEQ9ut8A== 0001209191-08-050239.txt : 20080903 0001209191-08-050239.hdr.sgml : 20080903 20080903162512 ACCESSION NUMBER: 0001209191-08-050239 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080903 FILED AS OF DATE: 20080903 DATE AS OF CHANGE: 20080903 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MASSBANK CORP CENTRAL INDEX KEY: 0000799166 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042930382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: MA ZIP: 01867 BUSINESS PHONE: 6179428192 MAIL ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: MA ZIP: 01867 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSHALL STEPHEN E CENTRAL INDEX KEY: 0001235384 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15137 FILM NUMBER: 081054211 BUSINESS ADDRESS: STREET 1: 50 RANTOUL STREET CITY: BEVERLY STATE: MA ZIP: 01915-5071 BUSINESS PHONE: 781 942 8120 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2008-09-03 1 0000799166 MASSBANK CORP MASB 0001235384 MARSHALL STEPHEN E C/O MASSBANK 123 HAVEN STREET READING MA 01867 1 0 0 0 Common Stock 2008-09-03 4 D 0 1348.296 40.00 D 0 D Phantom Stock 2008-09-03 4 D 0 1582.1319 40.00 D Common Stock 1582.1319 0 D Non-Qualfied Stock Option (right to buy) 27.6333 2008-09-03 4 D 0 1125 12.3667 D 2012-01-14 Common Stock 1125 0 D Non-Qualfied Stock Option (right to buy)) 28.44 2008-09-03 4 D 0 750 11.56 D 2013-01-20 Common Stock 750 0 D Non-Qualfied Stock Option (right to buy) 37.15 2008-09-03 4 D 0 1000 2.85 D 2015-01-17 Common Stock 1000 0 D Non-Qualfied Stock Option (right to buy) 32.80 2008-09-03 4 D 0 1000 7.20 D 2016-01-16 Common Stock 1000 0 D Non-Qualfied Stock Option (right to buy) 32.60 2008-09-03 4 D 0 1000 7.40 D 2017-01-15 Common Stock 1000 0 D Non-Qualfied Stock Option (right to buy) 36.15 2008-09-03 4 D 0 1000 3.85 D 2018-01-14 Common Stock 1000 0 D Each share of common stock was converted into the right to receive $40.00 in cash, without interest and less any applicable withholding taxes, pursuant to the Agreement and Plan of Agreement, dated March 10, 2008, by and among Eastern Bank Corporation, Eastern Bank, Minuteman Acquisition Corp., the issuer and MASSBANK (the "Merger Agreement"). These phantom stock units (issued pursuant to the Directors' Deferred Compensation Plan), each of which was the econocmic equivalent of one share of issuer common stock, were cancelled pursuant to a merger agreement by and among Eastern Bank Corporation, Eastern Bank, Mimuteman Acquisition Corp., the issuer and MASSBANK, in exchange for $40.00 per share of common stock underlying such phantom stock units in cash, without interest and less any applicable withholding taxes. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($27.63333) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($28.44) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($37.15) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($32.80) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($32.60) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. This fully vested option was terminated and converted into the right to receive cash, less any applicable withholding taxes, the excess of $40.00 over the per share exercise price ($36.15) applicable to this option mulitiplied by the number of shares of issuer common stock underlying this option pursuant to the Merger Agreement. Stephen E. Marshall 2008-09-03 -----END PRIVACY-ENHANCED MESSAGE-----