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): February 2,
1998
SANDWICH BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 000-23149 04-1806710
(State or other (Commission (I.R.S. employer
jurisdiction of file number) identification no.)
100 Old Kings Highway, Sandwich, Massachusetts 02563
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(508)888-0026
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 2, 1998, Sandwich Bancorp, Inc. (the "Company")
and its wholly-owned subsidiary, The Sandwich Co-operative Bank
("Sandwich Bank"), entered into an Affiliation and Merger
Agreement (the "Merger Agreement") with The 1855 Bancorp and its
wholly-owned subsidiary, Compass Bank for Savings ("Compass
Bank").
The Merger Agreement provides that the Company will be
merged (the "Merger") with a wholly-owned subsidiary of Compass
Bank and that each outstanding share of Company common stock
will be converted into the right to receive $53.00 in cash,
which amount under certain circumstances will accrue interest if
the closing of the Merger has not occurred by October 1, 1998.
The consummation of the Merger requires the satisfaction of
certain conditions, including the approval of the Merger
Agreement and the Merger by the shareholders of the Company, the
receipt of certain regulatory approvals and completion of an
offering of capital stock by the 1855 Bancorp. The Merger
Agreement also contemplates the merger of Sandwich Bank and
Compass Bank.
In connection with the Merger, the directors of the
Company have agreed to enter into a separate letter agreement
with The 1855 Bancorp (the "Company Letter Agreements") in which
such director generally agrees, among other things, to vote
their individual shares of Company common stock for approval of
the Merger Agreement.
For information regarding the terms of the Merger
Agreement, reference is made to the Merger Agreement, the form
of the Company Letter Agreement and to the joint press release
of the Company and The 1855 Bancorp dated February 2, 1998,
which are attached hereto and incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
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(a) Not Applicable
(b) Not Applicable
(c) Exhibits.
2.1 Affiliation and Merger Agreement dated as of
February 2, 1998. (Schedules omitted. The
Company agrees to supplementally furnish a copy
of any omitted schedules to the Commission upon
request.)
10.1 Form of letter agreement between the Company
directors and The 1855 Bancorp.
99.1 Joint Press Release dated February 2, 1998.
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 hereto duly authorized.
SANDWICH BANCORP, INC.
Date: February 3, 1998 By: /s/ Frederic D. Legate
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Frederic D. Legate
President and Chief Executive
Officer