-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lwULLfn5XBdUMl0jLPTPsHhjLXXiTTH0bPwVKcieB0zpwFFCp0dDz86IsMIl2h5i tKzvE+oV2GO5wCqt9MmrHw== 0000800042-95-000001.txt : 19950504 0000800042-95-000001.hdr.sgml : 19950504 ACCESSION NUMBER: 0000800042-95-000001 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950503 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFX CORP CENTRAL INDEX KEY: 0000800042 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 020402421 STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10633 FILM NUMBER: 95533992 BUSINESS ADDRESS: STREET 1: 194 WEST ST CITY: KEENE STATE: NH ZIP: 03431 BUSINESS PHONE: 6033522502 MAIL ADDRESS: STREET 1: 194 WEST STREET STREET 2: P O BOX 429 CITY: KEENE STATE: NH ZIP: 03431 FORMER COMPANY: FORMER CONFORMED NAME: CHESHIRE FINANCIAL CORP DATE OF NAME CHANGE: 19920703 10-K/A 1 FORM 10-K\A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 1994 Commission file number 0-15079 CFX CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) STATE OF NEW HAMPSHIRE 02-0402421 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 102 MAIN STREET KEENE, NEW HAMPSHIRE 03431 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (603) 352-2502 Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK, $1.00 PAR VALUE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES XX NO --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price on May 1, 1995, was $87,502,000. The foregoing figure does not reflect the registrant's Series A Preferred Stock which has no established trading market. Although directors and executive officers of the registrant were assumed to be "affiliates" of the registrant for the purposes of this calculation, this classification is not to be interpreted as an admission of such status. As of May 1, 1995, 4,698,084 shares of the registrant's common stock were issued and outstanding. This Amendment No. 1 is made only for purposes of filing the Financial Data Schedule required by Item 601(c) of Regulation S-K. PART IV ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) List of Documents Filed as Part of This Report: (1) Financial Statements The financial statements listed below were initially incorporated by reference in the Form 10-K filed by the Company on March 31, 1995 from the Annual Report to Shareholders for the year ended December 31, 1994 at Item 8. Page references are to such Annual Report. FINANCIAL STATEMENTS PAGE REFERENCES Consolidated Balance Sheets 30 Consolidated Statements of Income 31 Consolidated Statements of Shareholders' Equity 32 Consolidated Statements of Cash Flows 33 Notes to Consolidated Financial Statements 34-63 Reports of Independent Auditors 65 (2) Financial Statement Schedules See Item 14 (d) (3) Exhibits Required by Item 601 See Item 14 (c) (b) Reports on Form 8-K On December 19, 1994, a Form 8-K was filed announcing the Company's declaration of its regular quarterly dividend on its common stock, the declaration of its regular quarterly dividend on its Series A Preferred Stock and the declaration of a 5% common stock dividend. (c) Exhibits The exhibits listed below were filed with the Form 10-k filed by the Company on March 31, 1995 or were incorporated therein by reference to other filings. EXHIBIT DESCRIPTION NUMBER *3 Articles of Incorporation and By-Laws of CFX CORPORATION, as amended. **10.1 CFX CORPORATION Retirement Plan. **10.2 1992 CFX CORPORATION Profit Sharing/Bonus Plan. **10.3 CFX CORPORATION 401(k) Plan. ***10.4 1986 CFX CORPORATION Stock Option Plan. ****10.5 CFX CORPORATION 1992 Employee Stock Purchase Plan. EXHIBIT DESCRIPTION NUMBER *****10.6 Employment Agreement dated as of January 1, 1991 between CFX CORPORATION and Peter J. Baxter, as amended. *****10.7 Change of Control Agreement dated June 5, 1991 between CFX CORPORATION and Laurence E. Babcock. **10.8 Change of Control Agreement dated December 31, 1992 between CFX CORPORATION and John F. Foley. **10.9 Change of Control Agreement dated December 31, 1992 between CFX CORPORATION and Mark A. Gavin. ******10.10 Change of Control Agreement dated August 4, 1993 between CFX CORPORATION and Daniel J. LaPlante. ******10.11 Employment Agreement dated September 1, 1993 between CFX CORPORATION and Paul D. Spiess. +10.12 Change of Control Agreement dated March 30, 1994 between CFX CORPORATION and William J. McIver. *****10.13 Change of Control Agreement dated June 5, 1991 between CFX BANK and William H. Dennison. *****10.14 Change of Control Agreement dated June 5, 1991 between CFX BANK and Peter T. Whittemore. *****10.15 Change of Control Agreement dated June 5, 1991 between CFX BANK and Wayne R. Gordon. ******10.16 Employment Agreement dated September 1, 1993 between CFX MORTGAGE,INC. and Paul T. Pouliot. ***10.17 Lease dated May 1, 1983 by and between Santibotto, Inc. and CFX BANK. **10.18 Lease dated October 16, 1991 by and between Market Basket, Inc. and CFX BANK. ******10.19 Lease dated May 11, 1993 by and between Cheshire Oil Company, Inc. and CFX BANK. ******10.20 Lease dated April 14, 1993 by and between Arnold S. Katz and Blair J. Finnegan, Trustees of Commerce Center Trust, and CFX MORTGAGE, INC. ******10.21 Lease dated September 15, 1993 by and between Bedford Farms Limited Partnership and CFX MORTGAGE, INC. +10.22 Assignment dated September 30, 1994 by and between Fleet Bank, NH and CFX BANK of the lease dated as of November 9, 1987 by and between Fleet Bank, NH and Philip C. Haughey and Andrew J. McCarthy, as Successor Trustees of the St. John Realty Trust. EXHIBIT DESCRIPTION NUMBER +13 CFX CORPORATION Annual Report to Shareholders for fiscal year ended December 31, 1994. +21 Subsidiaries-Reference is made to Item 1. +23.1 Consent of Wolf & Company, P.C. +23.2 Consent of Ernst & Young LLP. 27 Financial Data Schedule - Reference is made to Item 14(d) + Previously filed with Form 10-K. * Incorporated herein by reference to the Exhibits to the Registration Statement on Form S-4 of CFX CORPORATION No. 33-56875 effective in 1994. ** Incorporated herein by reference to the Exhibits to the Annual Report on Form 10-K of CFX CORPORATION for the year ended December 31, 1992. *** Incorporated herein by reference to the Exhibits to the Registration Statement on Form S-8 of CFX CORPORATION No. 33-17071 effective in 1987. **** Incorporated herein by reference to the Exhibits to the Registration Statement on Form S-8 of CFX CORPORATION No. 33-52598 effective in 1992. ***** Incorporated herein by reference to the Exhibits to the Annual Report on Form 10-K of CFX CORPORATION for the year ended December 31, 1991. ******Incorporated herein by reference to the Exhibits to the Annual Report on Form 10-K of CFX CORPORATION for the year ended December 31, 1993. (d) Financial Statement Schedules Schedules to the Consolidated Financial Statements required by Article 9 of Regulation S-X are filed as a separate exhibit to this report. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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. CFX CORPORATION Date: May 3, 1995 By:/s/ MARK A. GAVIN EX-27 2
9 This schedule contains summary financial information extracted from financial statements and footnotes of the December 31, 1994 Form 10-K and is qualified in its entirety by reference to such Form 10-K. 1,000 YEAR DEC-31-1994 DEC-31-1994 18,832 2,663 0 236 4,358 109,531 102,881 569,313 7,025 755,936 551,539 119,316 6,752 201 3,893 193 0 74,042 755,936 40,765 8,277 639 49,681 16,670 21,632 28,049 425 (172) 25,162 8,687 8,687 0 0 5,473 1.35 1.35 7.26 6,536 0 0 0 7,357 1,172 415 7,025 5,152 0 1,873
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