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UNITED STATES
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 7, 2001
CONNECTICUT BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-28389 06-1564613
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
923 Main Street, Manchester, Connecticut 06040
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(Address of principal executive offices)
(860) 646-1700
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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On February 7, 2001, Connecticut Bancshares, Inc. ("Connecticut
Bancshares"), a Delaware corporation and the holding company of The Savings Bank
of Manchester ("Savings Bank of Manchester"), a Connecticut-chartered savings
bank, entered into an Agreement and Plan of Reorganization, dated as of February
7, 2001 (together with exhibits attached thereto, the "Agreement"), with First
Federal Savings and Loan Association of East Hartford, a federally chartered
savings association ("First Federal"). The Agreement provides, among other
things, that a to be organized wholly-owned subsidiary of Savings Bank of
Manchester will merge with and into First Federal with First Federal being the
surviving entity (the "Merger"). Immediately following the Merger, First Federal
will merge with and into Savings Bank of Manchester with Savings Bank of
Manchester being the surviving entity.
Pursuant to the Agreement, each share of First Federal common stock, par
value $0.01 per share ("First Federal Common Stock"), issued and outstanding
immediately before the Effective Date (as defined in the Agreement) will be
converted into and become the right to receive $37.50 in cash, without interest.
Shares of First Federal Common Stock held directly or indirectly by Connecticut
Bancshares (other than shares held in a fiduciary capacity or in satisfaction of
a debt previously contracted) shall be canceled and retired with no exchange or
payment.
The Merger will be structured as a tax-free reorganization. Consummation
of the Merger is subject to the satisfaction of certain conditions, including
approval of the Agreement by the stockholders of First Federal and approval by
the appropriate regulatory agencies.
Under certain circumstances, if the Agreement is terminated by
Connecticut Bancshares in the manner and for the reasons set forth in the
Agreement before the consummation of the Merger, First Federal may be required
to pay Connecticut Bancshares, in cash, $4.5 million plus Connecticut
Bancshares' reasonable out-of-pocket expenses.
The foregoing description is qualified in its entirety by reference to
the Agreement, a copy of which is attached hereto as Exhibit 2.0 and
incorporated in response to this Item 5 by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits: The following exhibits are filed as part of this
report:
EXHIBIT NO. DESCRIPTION
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2.0 Agreement and Plan of Reorganization, dated as of
February 7, 2001, by and among Connecticut
Bancshares, Inc. and First Federal Savings and Loan
Association of East Hartford.
99.0 Press Release issued jointly by Connecticut
Bancshares, Inc. and First Federal Savings and Loan
Association of East Hartford announcing the
execution of the Agreement and Plan of
Reorganization.
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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 hereunto duly authorized.
Dated: February 9, 2001 By: /s/ Richard P. Meduski
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Richard P. Meduski
President and Chief Executive Officer
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