-----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, PmsRzkKxKxGc0GC3fCzWAJ2ay8SDVgdC7d6YMWn5vELMB5wUlrhpnz/+hZ9068iU bEh7iNmuQZjEeomdLbBljw== 0001209191-08-050671.txt : 20080905 0001209191-08-050671.hdr.sgml : 20080905 20080905101149 ACCESSION NUMBER: 0001209191-08-050671 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080903 FILED AS OF DATE: 20080905 DATE AS OF CHANGE: 20080905 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: BRANDI GERARD H CENTRAL INDEX KEY: 0001134600 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15137 FILM NUMBER: 081057715 BUSINESS ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: MA ZIP: 01867 BUSINESS PHONE: (781) 942-8130 MAIL ADDRESS: STREET 1: 3 SPARHAWK DRIVE CITY: LYNNFIELD STATE: MA ZIP: 01340 FORMER NAME: FORMER CONFORMED NAME: BRANDI GERRARD H DATE OF NAME CHANGE: 20010213 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2008-09-03 1 0000799166 MASSBANK CORP MASB 0001134600 BRANDI GERARD H C/O MASSBANK CORP 123 HAVEN STREET READING MA 01867 1 1 0 0 President, Chairman & CEO Common Stock 2008-09-03 4 D 0 220636.426 40.00 D 0 D Common Stock 2008-09-03 4 D 0 31389.2921 40.00 D 0 I MASSBANK ESOP Incentive Stock Option (right to buy) 19.00 2008-09-03 4 D 0 3750 21.00 D 2010-01-17 Common Stock 3750 0 D Incentive Stock Option (right to buy) 20.6667 2008-09-03 4 D 0 1500 19.3333 D 2011-01-15 Common Stock 1500 0 D Incentive Stock Option (right to buy) 27.6333 2008-09-03 4 D 0 1500 12.3667 D 2012-01-14 Common Stock 1500 0 D Incentive Stock Option (right to buy) 28.44 2008-09-03 4 D 0 2500 11.56 D 2013-01-20 Common Stock 2500 0 D Incentive Stock Option (right to buy) 37.15 2008-09-03 4 D 0 2691 2.85 D 2015-01-17 Common Stock 2691 0 D Non-Qualified Stock Option (right to buy) 37.15 2008-09-03 4 D 0 309 2.85 D 2015-01-17 Common Stock 309 0 D Incentive Stock Option (right to buy) 32.80 2008-09-03 4 D 0 3000 7.20 D 2016-01-16 Common Stock 3000 0 D Incentive Stock Option (right to buy) 32.60 2008-09-03 4 D 0 3000 7.40 D 2017-01-15 Common Stock 3000 0 D Incentive Stock Option (right to buy) 36.15 2008-09-03 4 D 0 3000 3.85 D 2018-01-14 Common Stock 3000 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"). 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 ($19.00) 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 ($20.66667) 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 ($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. Gerard H. Brandi 2008-09-05 -----END PRIVACY-ENHANCED MESSAGE-----