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): July 13, 2005
SLADE'S FERRY BANCORP.
(Exact name of registrant as specified in its charter)
Massachusetts 000-23904 04-3061936
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Slade's Ferry Avenue, PO Box 390, Somerset, Massachusetts 02726
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 675-2121
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
Slade's Ferry Bancorp issued a press release on July 19, 2005 disclosing
certain information concerning its second quarter results of operation and
financial condition. A copy of that press release is attached as Exhibit
99.1 hereto.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
(a) On July 13, 2005, the Board of Directors of Slade's Ferry Bancorp
(the "Registrant"), upon the recommendation of the Audit Committee
and management, and after consultation with the Registrant's
independent registered public accountants, concluded that certain
reporting errors relating to the Registrant's defined benefit pension
plan had been reflected in the Registrant's financial statements
commencing in the year ended December 31, 1996. The cumulative effect
of the errors on the Registrant's retained earnings at March 31, 2005
was determined to be $399,426, of which $279,408 related to the year
ended December 31, 1996. Accordingly, the Board of Directors
concluded that the Registrant's financial statements for the year
ended December 31, 1996 should not be relied upon, and given the
material impact that the cumulative errors would have on the
Registrant's prospective earnings, concluded that the financial
statements and related information contained in the Registrant's Form
10-K for the year ended December 31, 2004, Form 10-Q for the quarter and
nine months ended September 30, 2004 and Form 10-Q for the quarter ended
March 31, 2005 should be restated.
The Audit Committee has discussed the matters related to this
restatement disclosed in this Current Report on Form 8-K with the
Registrant's independent registered public accountants.
The reporting errors involve the overstatement of the Registrant's
prepaid benefit cost and the understatement of the Registrant's
defined benefit pension plan expense since the fiscal year ended
December 31, 1996 due to (1) the failure to use settlement accounting
for significant lump sum distributions, as required by FASB Statement
No. 88, Employers' Accounting for Settlements and Curtailments of
Defined Benefit Plans and for Termination Benefits, and (2) the
understatement of the Registrant's projected benefit obligation prior
to 2003.
The table below shows the cumulative effect of the defined benefit pension
plan adjustment to retained earnings as of each December 31, commencing
with December 31, 1996 and ending with December 31, 2004, and as of March
31 2005. Also shown is the impact on net income and earnings per share
(diluted) for each of the years ended December 31, 1996 through 2004, and
the quarter ended March 31, 2005.
- ----------------------------------------------------------------------------------------------------------------------------------
At or for the
period ended 3/31/05 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 12/31/98 12/31/97 12/31/96
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<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Net income as
previously
reported 1,065,643 3,652,267 2,687,886 2,965,552 3,210,253 4,074,439 3,856,488 3,363,042 2,845,990 2,378,195
Increase
(decrease) to
pension
expense (57,541) 59,383 7,183 25,307 92,250 151,278 138,961 (45,544) (168,098) 473,011
Net deferred
tax effect 23,552 (24,305) (2,940) (10,358) (37,758) (61,918) (56,877) 18,641 68,803 (193,603)
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Increase
(decrease)
to net income 33,989 (35,078) (4,243) (14,949) (54,492) (89,360) (82,084) 26,903 99,295 (279,408)
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Net income
as restated 1,099,632 3,617,189 2,683,643 2,950,603 3,155,761 3,985,079 3,774,404 3,389,945 2,945,285 2,098,787
==================================================================================================================
Retained earnings
as previously
reported 17,589,811 16,892,659 14,698,595 13,445,335 11,892,623 10,371,944 9,635,213 7,103,642 7,276,174 5,214,763
Cumulative
decrease to
retained
earnings (399,426) (433,415) (398,337) (394,094) (379,146) (324,653) (235,294) (153,209) (180,112) (279,408)
------------------------------------------------------------------------------------------------------------------
Retained earnings
as restated 17,190,385 16,459,244 14,300,258 13,051,241 11,513,477 10,047,291 9,399,919 6,950,433 7,096,062 4,935,355
==================================================================================================================
Earnings per share
(diluted) as
previously
reported 0.26 0.89 0.67 0.75 0.84 1.09 1.05 0.94 0.85 0.82
Earnings per share
(diluted) as
restated 0.27 0.88 0.67 0.75 0.82 1.06 1.03 0.95 0.88 0.72
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Increase
(decrease) to
earnings per
share (diluted) .01 (.01) - - (.02) (.03) (0.02) 0.01 0.03 ( 0.10)
==================================================================================================================
The Registrant intends to file an amended Form 10-K for the year ended
December 31, 2004, an amended Form 10-Q for the quarter and nine months
ended September 30, 2004 and an amended Form 10-Q for the quarter ended
March 31, 2005. The Registrant intends to file these reports by August 14,
2005, or as soon thereafter as practicable.
Item 9.01 Financial Statements and Exhibits.
(c) On July 19, 2005, Slade's Ferry Bancorp issued a press release
disclosing certain information concerning its second quarter results
of operation and financial condition and discussing the restatement
of financial statements as noted in Item 4.02(a) above. A copy of the
press release is furnished with this Report and is attached hereto as
Exhibit 99.1.
Exhibit No. Description
----------- -----------
99.1 Press release dated July 19, 2005 issued by Slade's
Ferry Bancorp.
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.
SLADES FERRY BANCORP.
---------------------
(REGISTRANT)
By: /s/ Deborah A. McLaughlin
----------------------------
Name: Deborah A. McLaughlin
Title: Treasurer/Vice President and
Chief Financial Officer
Date: July 19, 2005