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): NOVEMBER 30, 1994 MERCHANTS BANCSHARES, INC. (Exact name of Registrant as specified in charter) VERMONT 0-11595 03-0287342 (State or other (Commission (IRS Employer jurisdiction File Number) Identification of incorporation) Number) 123 CHURCH STREET, BURLINGTON, VERMONT 05402 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(802) 658-3400 NOT APPLICABLE (Former name or former address if changed since last report) 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. MERCHANTS BANCSHARES, INC. (Registrant) DATE: November 30, 1994 BY: /S/ Edward W. Haase ----------------- ------------------- Edward W. Haase Chief Financial Officer 2 ITEM 5. OTHER EVENTS November 30, 1994 - Merchants Bancshares, Inc. (NASDAQ;MBVT) announced today that it is taking a charge to earnings in the amount of $9 million to protect its trust customers against losses incurred due to investments in the Piper Jaffray Institutional Government Income Fund. After taxes, the reduction in earnings will be approximately $6.1 million. Merchants is assessing its right to reimbursement from third parties and is engaged in negotiations with its insurers. A copy of the press release dated November 30, 1994 is attached as an exhibit to this Form 8-K. 3 INDEX TO EXHIBITS ITEM PAGE NUMBER Press release related to Company's announcement to protect trust customers against losses incurred due to investments in the Piper Jaffray Institutional Government Income Fund 5 - 7 4 PRESS RELEASE Date for Release: Contact: November 30, 1994 Joseph L. Boutin (802)865-1894 Burlington, VT - November 30, 1994 - Joseph L. Boutin, President and Chief Executive Officer of Merchants Bancshares, Inc. (NASDAQ:MBVT), and Chairman of its subsidiary, The Merchants Trust Company, announced today the intention of The Merchants Trust Company to protect its trust customers against losses incurred due to investments in the Piper Jaffray Institutional Government Income Fund. On November 23, 1994, The Merchants Trust Company sold substantially all its trust account holdings of that Fund. "Total returns on long-term fixed income securities for the last fourteen months have been negative due to the dramatic decline in the bond market," said Mr. Boutin. "That is the bad news. The good news is that the Trust Company will absorb the loss attributable to the Piper Jaffray Institutional Government Income Fund used as an investment vehicle in our trust accounts. Those accounts will not lose a single dollar as a result of the Piper Jaffray investment." In a letter mailed today to Trust Company clients, Mr. Boutin reported that The Merchants Trust Company will pay to each account that was invested in the Piper Jaffray Institutional 5 Government Income Fund the difference between the total return it earned from the Piper Jaffray Institutional Government Income Fund and the total return it would have earned during the period of its Piper Jaffray investment if the investment had been in the Federated GNMA Fund instead. The Trust Company previously used the Federated GNMA Fund. Total return, Mr. Boutin's letter explained, includes the income earned over time plus or minus any change in the market value of the underlying investment. The payments will be made by the Trust Company during the month of December. The total return on the Federated GNMA Fund for the period from October 6, 1993 through November 23, 1994 was approximately -3%. The precise payment for any particular account will depend on the specific Piper Jaffray Institutional Government Income Fund transactions in that account. Mr. Boutin further stated that the exact amount to be paid to customers was in the process of being calculated, but he estimated that in the aggregate it would be in the range of $9 million. Mr. Boutin further stated that funds for these payments will be supplied by The Merchants Bank, the parent of The Merchants Trust Company, from available working capital. Mr. Boutin said that such payments will not reduce the capital of The Merchants Bank below the amounts required by its regulators. Mr. Boutin also 6 reported that the ultimate financial effect of these events cannot yet be determined as The Merchants Trust Company is assessing its right to reimbursement from third parties and is engaged in negotiations with its insurers. There is also pending litigation relating to customers of The Merchants Trust Company. Boutin said that "The Merchants Trust Company has been privileged to serve Vermont and Vermonters for more than a century. With this action, we reaffirm our commitment to put the interests of our clients and our customers first." 7