-----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, KGnL78JutFbKPGEr1zWxWbtTIHATRDiWiJ1Z4+fMM8Hnpq8uL09XyeuSl3j/z6tC SC2p3+Ocl7ANMqz01Fv7Zw== 0000910647-02-000234.txt : 20021114 0000910647-02-000234.hdr.sgml : 20021114 20021114113422 ACCESSION NUMBER: 0000910647-02-000234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021112 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLADES FERRY BANCORP CENTRAL INDEX KEY: 0000857499 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 043061936 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23904 FILM NUMBER: 02822772 BUSINESS ADDRESS: STREET 1: 100 SLADES FERRY AVE STREET 2: PO BOX 390 CITY: SOMERSET STATE: MA ZIP: 02726 BUSINESS PHONE: 5086757894 MAIL ADDRESS: STREET 1: 100 SLADE FERRY AVE STREET 2: P O BOX 390 CITY: SOMERSET STATE: MA ZIP: 02726 FORMER COMPANY: FORMER CONFORMED NAME: WEETAMOE BANCORP DATE OF NAME CHANGE: 19940502 8-K 1 slad-8k3.txt BODY OF FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 12, 2002 ----------------- Commission file number 33-47248 -------- SLADE'S FERRY BANCORP ------------------------------------------------------ (Exact name of registrant as specified in its charter) Massachusetts 04-3061936 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 Slade's Ferry Avenue PO Box 390 Somerset, Massachusetts 02726 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (508)675-2121 ---------------------------------------------------- (Registrant's Telephone Number, including Area Code) - ---------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events - -------------------- On November 12, 2002, the Board of Directors of Slade's Ferry Bancorp ("the Company") elected Mary Lynn D. Lenz as President and Chief Executive Officer of the Company replacing Kenneth R. Rezendes. Ms. Lenz is also the President and Chief Executive Officer of Slade's Ferry Bank ("the Bank"), the Company's wholly owned subsidiary. Mr. Rezendes will remain on the Board of Directors of the Company as vice-chairman. The Board of Directors made the change on Mr. Rezendes' recommendation in order to combine the executive authority for the Company and the Bank in the same hands. A copy of the Company's letter to its shareholders announcing the change is attached as an exhibit hereto and incorporated herein by reference. Item 7. Financial Statements and Exhibits - ----------------------------------------- (c) Exhibits - see Exhibit Index. 1 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. SLADE'S FERRY BANCORP ------------------------------------- (Registrant) November 13, 2002 By /s/ Edward Bernardo, Jr. - ----------------------- ---------------------------------- (Date) Edward Bernardo, Jr. Treasurer 2 EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- 20.1 November 13, 2002 Letter to Shareholders Announcing election of Mary Lynn D. Lenz As the Company's President and Chief Executive Officer replacing Kenneth R. Rezendes 3 EX-20 3 sl-k3x20.txt EXHIBIT 20.1 Exhibit 20.1 Dear Stockholder: Congressional investigations into recent corporate problems have resulted in the enactment of the Sarbanes-Oxley Act of 2002, which went into effect August 29. That law, together with implementing SEC regulations, mandates many changes in the way all public companies, including Slade's Ferry Bancorp, manage and report on their business and financial results. In particular, additional heavy responsibilities for financial controls and reporting have been placed on corporate chief executive officers, chief financial officers and the audit committees of Boards of Directors. Your Company and Slade's Ferry Bank have been engaged this past year in an ongoing review of management and operations. Significant changes have already occurred this year at Slade's Ferry Bancorp and Slade's Ferry Bank with the appointment of Mary Lynn D. Lenz as the President and Chief Executive Officer of the Bank and Executive Vice President of the Holding Company. Slade's Ferry is committed to implementing the changes necessary to comply with the new Sarbanes-Oxley Act requirements, as well as making additional changes which can contribute to the goal of effectively managing the Company's business, and keeping you and the general public fully informed on a timely basis of our financial results and any events which may materially affect future results. Substantial changes are being made in the make-up and responsibilities of the Audit Committee as well as other committees of the Board of Directors. In reviewing additional changes necessary and appropriate to meet the new Sarbanes-Oxley Act requirements and further the Company's goal, Ken Rezendes, in conjunction with the Board of Directors, has determined that the Company (Slade's Ferry Bancorp), like the majority of other bank-holding companies, requires a full-time President and chief executive officer in order to comply with the Sarbanes-Oxley Act. Consequently, Ken Rezendes has recommended, and the Board of Directors has agreed, that he relinquish his title as President/CEO of Slade's Ferry Bancorp to Mary Lynn D. Lenz. Mr. Rezendes will remain on the Board of Directors as Vice-Chairman. The Board of Directors determined that the management and reporting of the Company's business and financial results could best be handled by combining the executive authority for the Bank and the Holding Company into the control of one person. Consequently, the Board of Directors is happy to announce that it has elected Mary Lynn D. Lenz, currently President and Chief Executive Officer of Slade's Ferry Bank, as President/Chief Executive Officer of Slade's Ferry Bancorp as well. These changes will maximize our ability to comply with the new Sarbanes/Oxley federal regulations while at the same time most effectively utilizing the talent and contribution of our Board of Directors. The Board anticipates that Ms. Lenz will bring to her new position and responsibilities the same management skills and drive she has already demonstrated at the Bank. Sincerely, /s/ Donald T. Corrigan /s/ Kenneth R. Rezendes - ----------------------- ------------------------------ Donald T. Corrigan Kenneth R. Rezendes Chairman of the Board Vice Chairman of the Board /s/ Mary Lynn D. Lenz - ----------------------- Mary Lynn D. Lenz President/CEO -----END PRIVACY-ENHANCED MESSAGE-----