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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
| | Preliminary proxy statement
|_| Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)
(2))
|_| Definitive proxy statement
|X| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-12
Berkshire Hills Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying valueof transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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Berkshire Bank Letterhead
Dear ESOP Participant:
On behalf of the Board of Directors, I am forwarding you the attached vote
authorization form for the purpose of conveying your voting instructions to
Eastern Bank and Trust Company (the "ESOP Trustee") on the proposals presented
at the Annual Meeting of Stockholders of Berkshire Hills Bancorp, Inc. (the
"Company") on May 3, 2001. Also enclosed is a Notice and Proxy Statement for the
Company's Annual Meeting of Stockholders and the Berkshire Hills Bancorp, Inc.
Annual Report to Stockholders.
As a participant in the Berkshire Bank Employee Stock Ownership Plan (the
"ESOP"), you are entitled to vote all shares of Company common stock allocated
to your account as of March 15, 2001. These allocated shares of Company common
stock will be voted as directed by you; provided your instructions are received
by the ESOP Trustee by April 23, 2001. The ESOP Trustee, subject to its
fiduciary duties, will vote any unallocated shares of Company common stock and
any allocated shares of Company common stock for which timely instructions are
not provided in a manner calculated to most accurately reflect the instructions
from participants regarding the shares of Company common stock allocated to
participants' accounts.
At this time, in order to direct the voting of the shares of Company
common stock allocated to your ESOP account, please complete and sign the
attached vote authorization form and return it in the enclosed postage-paid
envelope. The ESOP Trustee must receive your instructions by April 23, 2001.
Your vote will not be revealed, directly or indirectly, to any officer, employee
or director of the Company or Berkshire Bank. The votes will be tallied by the
ESOP Trustee and the ESOP Trustee will use the voting instructions it receives
to vote the shares of Company common stock in the ESOP Trust.
Sincerely,
/s/ James A. Cunningham, Jr.
James A. Cunningham, Jr.
President and Chief Executive Officer
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Name:____________________
Shares:____________________
VOTE AUTHORIZATION FORM
I, the undersigned, understand that Eastern Bank and Trust Company, the
ESOP Trustee, is the holder of record and custodian of all shares of Berkshire
Hills Bancorp, Inc. (the "Company") common stock under the Berkshire Bank
Employee Stock Ownership Plan. I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the Annual Meeting
of Stockholders to be held on May 3, 2001.
You are to vote my shares as follows:
1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).
Henry D. Granger, Edward G. McCormick, Raymond B. Murray, III,
Robert A. Wells, Ann H. Trabulsi and Anne Everest Wojtkowski
FOR ALL
FOR VOTE WITHHELD EXCEPT
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INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.
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2. The ratification of the appointment of Wolf & Company, P.C. as
independent auditors of Berkshire Hills Bancorp, Inc. for the fiscal
year ending December 31, 2001.
FOR AGAINST ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSALS.
The ESOP Trustee is hereby authorized to vote the shares attributable to
me in its trust capacity as indicated above.
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Date Signature
PLEASE DATE, SIGN AND RETURN THIS FORM IN THE ENCLOSED POSTAGE-PAID ENVELOPE NO
LATER THAN APRIL 23, 2001.
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BERKSHIRE HILLS BANCORP, INC.
LETTERHEAD
Dear Stock Award Recipient:
On behalf of the Board of Directors, I am forwarding you the attached vote
authorization form for the purpose of conveying your voting instructions to
First Bankers Trust Company (the "Incentive Plan Trustee") on the proposals
presented at the Annual Meeting of Stockholders of Berkshire Hills Bancorp, Inc.
(the "Company") on May 3, 2001. Also enclosed is a Notice and Proxy Statement
for the Company's Annual Meeting of Stockholders and the Berkshire Hills
Bancorp, Inc. Annual Report to Stockholders.
As a participant in the Berkshire Hills Bancorp, Inc. 2000 Stock-Based
Incentive Plan (the "Incentive Plan"), you are entitled to vote all shares of
restricted stock awarded to you under the Incentive Plan as of March 15, 2001.
The Incentive Plan Trustee will vote those shares of the Company common stock
held in the Incentive Plan Trust in accordance with instructions it receives
from you and the other stock award recipients.
At this time, in order to direct the voting of Company common stock
awarded to you under the Incentive Plan, you must complete and sign the attached
vote authorization form and return it in the enclosed postage-paid envelope by
April 23, 2001. The votes will be tallied by the Incentive Plan Trustee and the
Incentive Plan Trustee will use the voting instructions it receives to vote the
shares of Company common stock held in the Incentive Plan Trust.
Sincerely,
/s/ James A. Cunningham, Jr.
James A. Cunningham, Jr.
President and Chief Executive Officer
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Name:____________________
Shares:____________________
VOTE AUTHORIZATION FORM
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I, the undersigned, understand that First Bankers Trust Company, the
Incentive Plan Trustee, is the holder of record and custodian of all shares of
Berkshire Hills Bancorp, Inc. (the "Company") common stock under the Berkshire
Hills Bancorp, Inc. 2000 Stock-Based Incentive Plan. I understand that my voting
instructions are solicited on behalf of the Company's Board of Directors for the
Annual Meeting of Stockholders to be held on May 3, 2001.
You are to vote my shares as follows:
1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).
Henry D. Granger, Edward G. McCormick, Raymond B. Murray, III,
Robert A. Wells, Ann H. Trabulsi and Anne Everest Wojtkowski
FOR ALL
FOR VOTE WITHHELD EXCEPT
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|_| |_| |_|
INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.
================================================================================
2. The ratification of the appointment of Wolf & Company, P.C. as
independent auditors of Berkshire Hills Bancorp, Inc. for the fiscal
year ending December 31, 2001.
FOR AGAINST ABSTAIN
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|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSALS.
The Incentive Plan Trustee is hereby authorized to vote the shares
attributable to me in its trust capacity as indicated above.
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Date Signature
PLEASE DATE, SIGN AND RETURN THIS FORM IN THE ENCLOSED POSTAGE-PAID ENVELOPE NO
LATER THAN APRIL 23, 2001.