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)
July 21, 1998 (July 20, 1998)
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SIS BANCORP, INC.
(exact name of registrant as specified in charter)
Massachusetts 000-20809 04-3303264
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1441 Main Street
Springfield, Massachusetts 01102
(address of principal office) (Zip Code)
(413) 748-8000
(Registrant's telephone number, including area code)
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Item 5: Other Events
On July 20, 1998, SIS Bancorp, Inc. (the "Company") announced that it and
Peoples Heritage Financial Group, Inc. ("PHFG") had entered into an Agreement
and Plan of Merger, dated as of July 20, 1998 (the "Agreement"), which sets
forth the terms and conditions pursuant to which the Company would be merged
with and into Peoples Heritage Merger Corp., a wholly-owned subsidiary of PHFG
(the "Merger"). The Agreement provides, among other things, that as a result of
the Merger, each outstanding share of common stock of the Company (subject to
certain exceptions) will be converted into the right to receive 2.25 shares of
PHFG's common stock, plush cash in lieu of any fractional share interest.
Consummation of the Merger is subject to a number of conditions, including, but
not limited to, (i) the approval of the Agreement and the Merger by the
shareholders of the Company and (ii) the receipt of requisite regulatory
approvals.
Pursuant to the Agreement, the Company's Massachusetts-based banking
subsidiary, Springfield Institution for Savings (d/b/a "SIS Bank"), will be
merged into PHFG's Massachusetts-based banking subsidiary, Family Bank, FSB. It
is PHFG's current intention to conduct business in the market areas in which
Springfield Institution for Savings conducted business prior to such bank merger
under the name "SIS Bank". The Company's other banking subsidiary,
Connecticut-based Glastonbury Bank and Trust Company, will be held as a separate
institution.
Pursuant to the Agreement, one director of the Company will become a
director of PHFG and F. William Marshall, Jr., the Company's President and Chief
Executive Officer, will become an executive officer of PHFG and Vice Chairman of
PHFG's Senior Management Committee.
In connection with the Agreement, PHFG and the Company entered into a Stock
Option Agreement, dated as of July 20, 1998, pursuant to which the Company
granted PHFG an option (the "Option") to purchase up to 1,385,383 shares of the
Company's common stock (subject to adjustment as set forth therein), which
represents 19.9% of the Company's outstanding shares of common stock, at a
purchase price of $44.00 per share (subject to adjustment as set forth therein).
The Option will become exercisable upon the occurrence of certain events, as
specified in the Stock Option Agreement, none of which has occurred as of July
20, 1998.
The press release issued by PHFG and the Company with respect to the
announcement of the transaction described herein is attached hereto as Exhibit
99.1 and is hereby incorporated herein by reference in its entirety.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) The following exhibit is included with this Report:
Exhibit 99.1 Press Release dated July 20, 1998
Signatures: Under 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.
SIS BANCORP, INC.
Dated: July 21, 1998 By: /s/ F. William Marshall, Jr.
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F. William Marshall, Jr.
President & Chief Executive Officer