-----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, MubPIEn1cpc4foWLuO2fnREJxnpNZsWHcKNZh9fucO/Te4uRBNfH3NZyHrEljywS AfMGTIDobziS0ySjwp1RVQ== 0001024739-97-000064.txt : 19970223 0001024739-97-000064.hdr.sgml : 19970223 ACCESSION NUMBER: 0001024739-97-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970213 ITEM INFORMATION: Other events FILED AS OF DATE: 19970221 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFX CORP CENTRAL INDEX KEY: 0000800042 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 020402421 STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10633 FILM NUMBER: 97541022 BUSINESS ADDRESS: STREET 1: 102 MAIN 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 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 1997 CFX CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Hampshire 1-10633 02-0402421 ------------- ------- ---------- (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) 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 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On February 13, 1997, CFX Corporation ("CFX"), the registrant, entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement"), Plan of Share Exchange, Agreement and Plan of Merger, Merger Agreement (collectively, the "Transaction Documents") and a Stock Option Agreement (the "Option Agreement") with Portsmouth Bank Shares, Inc. ("Portsmouth"). The Transaction Documents provide that CFX will acquire all of the outstanding shares of capital stock of Portsmouth, including each attached right issued pursuant to the Portsmouth Rights Agreement (as defined in the Reorganization Agreement), through an exchange (the "Share Exchange") of shares of CFX Common Stock (as defined in the Reorganization Agreement) for the issued and outstanding shares of Portsmouth Common Stock (as defined in the Reorganization Agreement) pursuant to a Plan of Share Exchange (the "Plan of Exchange"). Following the Share Exchange, Portsmouth will be merged (the "Holding Company Merger") with and into CFX, pursuant to a merger agreement or plan of merger (the "Merger Agreement") in a form to be specified by CFX and reasonably satisfactory to Portsmouth and consistent with the terms of the Transaction Documents. Following the consummation of the Holding Company Merger, Portsmouth Bank, a wholly-owned subsidiary of Portsmouth, will be merged (the "Bank Merger") with and into CFX Bank, a wholly-owned subsidiary of CFX, pursuant to an Agreement and Plan of Merger (the "Plan of Merger"). The Option Agreement grants CFX an option to acquire up to 1,142,000 shares of the common stock of Portsmouth at a purchase price of $15.75 per share, upon the occurrence of certain events specified in the Option Agreement. For information regarding certain of the terms of the Transaction Documents and the Option Agreement, reference is made to the joint press release of CFX and Portsmouth dated February 13, 1997, which is attached hereto as an Exhibit and incorporated herein by reference, and copies of such agreements incorporated herein by reference from a Schedule 13D filed by CFX on February 21, 1997 with respect to the common stock of Portsmouth (the "CFX Schedule 13D"). Additional information about Portsmouth is contained in Portsmouth's filings with the Commission under the Securities Exchange Act of 1934 (Commission File No. 0-16510). - 2 - Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 2.1 Agreement and Plan of Merger dated February 13, 1997, incorporated by reference from Exhibit 2 to the CFX Schedule 13D. 2.2 Agreement and Plan of Reorganization dated February 13, 1997, incorporated by reference from Exhibit 3 to the CFX Schedule 13D. 2.3 Plan of Share Exchange dated February 13, 1997, incorporated by reference from Exhibit 4 to the CFX Schedule 13D. 99.1 Stock Option Agreement dated February 13, 1997, incorporated by reference from Exhibit 1 to the CFX Schedule 13D. 99.2 Joint Press Release dated February 13, 1997. - 3 - 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. CFX CORPORATION Date: February 21, 1997 By: /s/ Mark A. Gavin -------------------------------- Mark A. Gavin, Executive Vice President and Chief Operating Officer - 4 - EXHIBIT INDEX Location in Sequentially Numbered Copy ------------- Exhibit 2.1 Agreement and Plan of Merger dated (Note 1) February 13, 1997 incorporated by reference from Exhibit 2 to the CFX Schedule 13D. Exhibit 2.2 Agreement and Plan of Reorganization (Note 2) dated February 13, 1997, incorporated by reference from Exhibit 3 to the CFX Schedule 13D. Exhibit 2.3 Plan of Share Exchange dated (Note 3) February 13, 1997, incorporated by reference from Exhibit 4 to the CFX Schedule 13D. Exhibit 99.1 Stock Option Agreement dated (Note 4) February 13, 1997, incorporated by reference from Exhibit 1 to the CFX Schedule 13D. Exhibit 99.2 Joint Press Release dated Page 6 February 13, 1997. Notes: Note 1: Incorporated by reference from Exhibit 2 of the CFX Schedule 13D. Note 2: Incorporated by reference from Exhibit 3 of the CFX Schedule 13D. Note 3: Incorporated by reference from Exhibit 4 of the CFX Schedule 13D. Note 4: Incorporated by reference from Exhibit 1 of the CFX Schedule 13D. - 5 - -----END PRIVACY-ENHANCED MESSAGE-----