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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): December 12, 2003
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NEW ENGLAND BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
United States 0-49711 04-3693643
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
660 Enfield Street, Enfield, Connecticut 06082
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(Address of principal executive offices)
(860) 253-5200
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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 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On December 12, 2003, Enfield Federal Savings and Loan Association
("Enfield Federal"), a federally-chartered savings and loan association and
wholly owned subsidiary of New England Bancshares, Inc., a federally-chartered
corporation, acquired Windsor Locks Community Bank, FSL ("Windsor Locks"), a
federally-chartered savings and loan association, pursuant to the Agreement and
Plan of Merger, dated as of January 22, 2003 (the "Agreement"), by and among New
England Bancshares, Enfield Mutual Holding Company, Enfield Federal and Windsor
Locks. Pursuant to the terms of the Agreement, no consideration was paid to
Windsor Locks' members, however the Company issued 171,355 additional shares to
Enfield Mutual Holding Company. A copy of the Agreement is attached to this Form
8-K as Exhibit 2.1 and incorporated herein by reference. The press release
issued by New England Bancshares announcing the consummation of the merger is
attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) The following financial statements of Windsor Locks are contained in
the Proxy Statement for the Annual Meeting of Stockholders of New
England Bancshares on Schedule 14A (File No. 000-49711) and are
incorporated herein by reference:
Independent Auditors' Report
Statements of Financial Condition at June 30, 2003 and June 30, 2002
Statements of Operations for the years ended June 30, 2003 and June
30, 2002
Statements of Comprehensive Income for the Years Ended June 30, 2003
and June 30, 2002
Statements of Changes in Capital Accounts for the years ended June
30, 2003 and June 30, 2002
Statements of Cash Flows for the years ended June 30, 2003 and June
30, 2002
Notes to Financial Statements
As of the date of this filing, it is impracticable to provide the required
interim financial statements of Windsor Locks at September 30, 2003 and for the
three months ended September 30, 2003 and 2002. Such statements and information
will be filed as soon as practicable but no later than February 20, 2004.
(b) As of the date of this filing, it is impracticable to provide the
unaudited pro forma condensed combined consolidated balance sheet as
of September 30, 2003 and the unaudited pro forma consolidated
condensed combined statement of operations for the six months ended
September 30, 2003 and for the year ended March 31, 2003. Such
statements will be filed as soon as practicable but no later than
February 20, 2004.
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(c) Exhibits: The following exhibits are filed as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of January
22, 2003, by and among New England Bancshares,
Inc., Enfield Mutual Holding Company, Enfield
Federal Savings and Loan Association and Windsor
Locks Community Bank, FSL. (Incorporated by
reference to New England Bancshares' Current
Report on Form 8-K filed on January 27, 2003.)
23.1 Consent of Snyder & Haller, P.C.
99.1 Press Release, dated December 12, 2003.
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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: December 22, 2003 By: /s/ David J. O'Connor
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David J. O'Connor
President and Chief Executive Officer