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 24,
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 24, 1998, Sandwich Bancorp, Inc. (the "Company"),
the holding company for The Sandwich Co-operative Bank, Sandwich,
Massachusetts announced that its Board of Directors, consistent
with the exercise of its fiduciary duties, has determined that it
is appropriate to request additional information and a
clarification of the expressions of interest recently received
from Cape Cod Bank and Trust Company ("CCB&T"), and from two
other parties who have subsequently expressed an interest in an
acquisition of Sandwich; FirstFed America Bancorp, Inc., Fall
River, Massachusetts ("FirstFed") and Independent Bank Corp.,
Rockland, Massachusetts (Independent"). The letters recently
received from FirstFed and Independent suggest a price per share
for the Company common stock in a price range comparable to the
proposal recently received from CCB&T, and announced on February
17, 1998. Each of these most recent expressions of interest
contemplate a stock for stock exchange.
Tne Company had contacted and received expressions of
interest from each of CCB&T, FirstFed and Independent, prior to
the Company's consideration and approval of its definitive Merger
Agreement with CompassBank for Savings on February 2, 1998, which
Agreement remains in effect. The most recent expressions of
interest received from CCB&T, FirstFed and Independent all exceed
the value of the proposals they had furnished to the Company
prior to February 2, 1998. For more information, reference is
made to the Company's Press Release, dated February 24, 1998,
attached hereto as Exhibit 99.1, 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.
99.1 Press Release dated February 24, 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 24, 1998 By: /s/ Frederic D. Legate
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Frederic D. Legate
President and Chief Executive
Officer