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 9, 1996
CFX CORPORATION
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(Exact name of registrant as specified in its charter)
New Hampshire 0-15079 02-0402421
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
102 Main Street, Keene, New Hampshire 03431
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (603) 352-2502
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On February 9, 1996, Registrant, Milford Co-operative Bank ("Milford")
and CFX Bank, Registrant's principal subsidiary bank ("Bank"), entered into an
Agreement and Plan of Merger and an Agreement and Plan of Reorganization
(collectively, "Merger Agreements"). On that same day, Registrant and Milford
also entered into a Stock Option Agreement ("Option Agreement").
The Merger Agreements provide for the merger of Milford with and into CFX
Bank, the principal subsidiary bank of Registrant ("Merger"). Upon consummation
of the Merger, each outstanding share of common stock of Milford (except as
provided in the Merger Agreements) will be converted into a specified number of
shares of common stock of Registrant (based on an exchange ratio to be
determined in accordance with the Merger Agreements).
The Option Agreement grants Registrant an option to acquire up to 131,300
shares of the common stock of Safety Fund at an exercise price of $30 per share,
upon the occurrence of certain events specified in the Option Agreement.
For information regarding certain of the terms of the Merger Agreements
and the Option Agreement, reference is made to such agreements and the joint
press release of Registrant and Milford dated February 9, 1996, which are
attached hereto as Exhibits and incorporated herein by reference. Additional
information about Milford is contained in Milford's filings with the Office of
Thrift Supervision under the Securities Exchange Act of 1934.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
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2.1 Agreement and Plan of Merger dated February 9, 1996.
2.2 Agreement and Plan of Reorganization dated February 9,
1996.
99.1 Stock Option Agreement dated February 9, 1996.
99.2 Joint Press Release dated February 9, 1996.
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 16, 1996 By: /s/
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Mark A. Gavin,
Chief Financial Officer
EXHIBIT INDEX
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Exhibit 2.1 Agreement and Plan of Merger dated
February 9, 1996.
Exhibit 2.2 Agreement and Plan of Reorganization
dated February 9, 1996.
Exhibit 99.1 Stock Option Agreement dated
February 9, 1996.
Exhibit 99.2 Joint Press Release dated