-----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, IEvmciGkVtHIcl6BEEnAb0onyD4dWAbYwByVq1vA7O1R3UIEeBeZqT14iMhG8O2k hCQf4JAokpgY2UnAJ3MEdA== 0000910647-06-000075.txt : 20060419 0000910647-06-000075.hdr.sgml : 20060419 20060419164008 ACCESSION NUMBER: 0000910647-06-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060417 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060419 DATE AS OF CHANGE: 20060419 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: 06767635 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-8k2.txt BODY OF FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ______________________________ Date of Report (Date of earliest event reported): April 17, 2006 SLADE'S FERRY BANCORP. (Exact name of registrant as specified in its charter) Massachusetts 000-23904 04-3061936 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Slade's Ferry Avenue, PO Box 390, Somerset, Massachusetts 02726 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 675-2121 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry Into a Material Definitive Agreement. Effective April 17, 2006, Slade's Ferry Bancorp (the "Company") and Slade's Ferry Bank and Trust (the "Bank") jointly entered into a Change of Control Agreement with employee Paula Botelho in the form attached as Exhibit 10.9 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 2005. Generally, the agreement provides that the Bank may terminate the employment of any employee covered by the agreement, with or without cause, at any time prior to a "change of control" or "pending change of control" (as each such term is defined in the agreement) without obligation for severance benefits. However, upon the occurrence of a "change of control" or "pending change of control", the employee will receive severance benefits if his or her employment is terminated without cause or the employee resigns with good reason. The severance benefits would generally be equal to the value of the cash compensation and fringe benefits that the employee would have received if he or she had continued working for one additional year. The term of the agreement is perpetual until one year after the date on which the Bank notifies the employee of its intention to terminate the agreement (the "Initial Expiration Date") or, if later, the first anniversary of the latest "change of control" or "pending change of control" that occurs before the Initial Expiration Date. Item 2.02 Results of Operations and Financial Condition. The Company issued a press release on April 19, 2006 disclosing certain information concerning its first quarter 2006 results of operations and financial condition. A copy of that press release is attached as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press release of Slade's Ferry Bancorp dated April 19, 2006. 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 hereunto duly authorized. SLADES FERRY BANCORP. --------------------- (REGISTRANT) By: /s/ Deborah A. McLaughlin ---------------------------- Name: Deborah A. McLaughlin Title: Executive Vice President and Chief Financial Officer/Chief Operations Officer Date: April 19, 2006 EX-99 2 sla2-99.txt EXHIBIT 99.1 Exhibit 99.1 CONTACTS: Mary K. Talbot (401) 245-8819 SLADE'S FERRY BANCORP REPORTS FIRST QUARTER EARNINGS SOMERSET, Mass. (April 19, 2006) -- Slade's Ferry Bancorp (the "Company"), (NASDAQ Capital Market: SFBC) parent company of Slade's Ferry Trust Company (the "Bank"), announced that its net income for the quarter ended March 31, 2006 was $907,000. This represents a 17.5% decrease from net income for the quarter ended March 31, 2005, which totaled $1.1 million. Basic and diluted earnings per share were $0.22 and $0.27 for the quarters ended March 31, 2006 and 2005, respectively. The decline in net income was primarily attributable to an increase in non- interest expense. Non-interest expense increased $435,000 or 13.1% to $3.8 million for the quarter ended March 31, 2006. The increase in non-interest expense was a result of expenses incurred from the implementation of FASB 123R, Accounting for Stock Based Compensation, investments and upgrades in technology, professional and consulting fees and a full quarter of expenses related to the Assonet Branch which opened in March 2005. The increase in non-interest expense was partially offset by a $107,000 increase in non- interest income for the quarter. As a result of loan growth, net interest and dividend income increased from $4.5 million for the quarter ended March 31, 2005, to $4.6 million for the quarter ended March 31, 2006, an increase of 2.6%. "We continue to grow our loan portfolio by meeting our customers' expectations in this challenging interest rate environment," said President and CEO Mary Lynn Lenz. Total consolidated assets decreased from $585.9 million at December 31, 2005 to $584.7 million at March 31, 2006, a decrease of 0.2%. Deposits decreased from $415.8 million at December 31, 2005 to $407.8 million at March 31, 2006, a decrease of 1.9%. During the same time period, net loans increased by $4.8 million, or 1.2%, to $414.4 million. In addition, the Bank increased its level of Federal Home Loan Bank advances from $107.9 million at December 31, 2005 to $114.3 million at March 31, 2006, an increase of 5.9%. Total stockholders' equity at March 31, 2006 was $49.7 million compared to $48.9 million at December 31, 2005, an increase of 1.8%. Book value per share was $11.95 at March 31, 2006 as compared to $11.82 at December 31, 2005. Both the Company and the Bank maintain capital levels sufficient to be considered "well-capitalized" under applicable regulatory capital guidelines and requirements. The Company declared a $0.09 dividend to common shareholders of record on March 24, 2006, which was paid on April 14, 2006. Slade's Ferry Bancorp was founded to serve community-banking needs with both personal and commercial products and services. With approximately $585 million in assets and nine retail branches in Southeastern Massachusetts, Slade's Ferry is a trusted community partner to both business and personal banking customers. Traded on the NASDAQ Capital Market as SFBC, Slade's Ferry Bancorp can also be found on the web at www.sladesferry.com and in seven Massachusetts communities - Assonet, Fairhaven, Fall River, New Bedford, Seekonk, Somerset and Swansea. # # # This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the strength of the company's capital and asset quality. Other such statements may be identified by words such as "believes," "will," "expects," "project," "may," "developments," "strategic," "launching," "opportunities," "anticipates," "estimates," "intends," "plans," "targets" and similar expressions. These statements are based upon the current beliefs and expectations of Slade's Ferry Bancorp's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectation expressed in our forward-looking statements: (1) enactment of adverse government regulations (2) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (3) the strength of the United States economy in general and specifically the strength of the New England economics may be different than expected, resulting in, among other things, a deterioration in overall credit quality and borrowers' ability to service and repay loans, or a reduced demand for credit, including the resultant effect on the Bank's loan portfolio, levels of charge-offs and non-performing loans and allowance for loan losses; (4) changes in the interest rate environment may reduce interest margins and adversely impact net interest income and (5) changes in assumptions used in making such forward-looking statements. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Slade's Ferry Bancorp's actual results could differ materially from those discussed. All subsequent written and oral forward-looking statements attributable to Slade's Ferry Bancorp or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth above. Slade's Ferry Bancorp does not intend or undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statements are made. Slade's Ferry Bancorp. and Subsidiary Consolidated Balance Sheets (Unaudited)
March 31, 2006 December 31, 2005 -------------- ----------------- Assets (In thousands) Cash and due from banks $ 16,116 $ 17,782 Interest-bearing demand deposits with other banks 661 36 Federal funds sold - 2,200 -------- -------- Cash and cash equivalents 16,777 20,018 Interest-bearing certificates of deposit with other banks 100 100 Securities available for sale 92,435 94,298 Securities held to maturity 28,201 29,306 Federal Home Loan Bank stock, at cost 6,304 6,304 Loans, net 414,396 409,610 Premises and equipment, net 5,857 5,917 Goodwill 2,173 2,173 Accrued interest receivable 2,354 2,298 Bank-owned life insurance 11,991 11,884 Other assets 4,156 4,006 -------- -------- $584,744 $585,914 ======== ======== Liabilities and Stockholders' Equity - ------------------------------------ Deposits: Noninterest-bearing $ 75,754 $ 80,705 Interest-bearing 332,035 335,141 -------- -------- Total deposits 407,789 415,846 Short-term borrowings 20,500 7,000 Long-term borrowings 93,752 100,865 Subordinated debentures 10,310 10,310 Accrued expenses and other liabilities 2,654 3,038 -------- -------- Total liabilities 535,005 537,059 Stockholders' equity: Common stock 41 41 Additional paid-in capital 31,405 31,014 Retained earnings 19,530 18,998 Accumulated other comprehensive loss (1,237) (1,198) -------- -------- Total stockholders' equity 49,739 48,855 -------- -------- $584,744 $585,914 ======== ========
Slade's Ferry Bancorp. and Subsidiary Consolidated Statements of Income (Unaudited)
Three Months Ended March 31, 2006 2005 ------ ------ (In thousands, except per share data) Interest and dividend income: Interest and fees on loans $6,435 $5,266 Interest and dividends on securities 1,402 1,322 Other interest 19 69 ------ ------ Total interest and dividend income 7,856 6,657 Interest expense: Interest on deposits 1,911 1,159 Interest on Federal Home Loan Bank advances 1,156 911 Interest on subordinated debentures 224 136 ------ ------ Total interest expense 3,291 2,206 ------ ------ Net interest and dividend income 4,565 4,451 Provision for loan losses 39 50 ------ ------ Net interest income, after provision for loan losses 4,526 4,401 Noninterest income: Service charges on deposit accounts 307 208 Gain on sales and calls of available-for-sale securities, net 3 2 Other income 393 359 ------ ------ Total noninterest income 703 569 Noninterest expense: Salaries and employee benefits 2,111 1,975 Occupancy and equipment expense 493 409 Other expense 1,146 931 ------ ------ Total noninterest expense 3,750 3,315 ------ ------ Income before income taxes 1,479 1,655 Provision for income taxes 572 555 ------ ------ Net income $ 907 $1,100 ====== ====== Earnings per share: Basic $ 0.22 $ 0.27 ====== ====== Diluted $ 0.22 $ 0.27 ====== ======
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