Date of Report (Date of earliest event reported): October 1, 1996
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EMERALD ISLE BANCORP, INC.
730 HANCOCK STREET
QUINCY, MASSACHUSETTS 02170
(617) 479-5001
(Address and telephone number of principal executive offices)
MASSACHUSETTS 0-21175 04-3300934
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1996, Emerald Isle Bancorp, Inc., a Massachusetts
corporation (the "Company"), which was organized by The Hibernia Savings
Bank, a Massachusetts savings bank in stock form of ownership (the "Bank"),
for the purpose of reorganizing the Bank into a holding company structure,
acquired one hundred percent (100%) of the outstanding shares of the Bank's
common stock, par value $1.00 per share, in a 1:1 exchange for shares of the
Company's common stock, par value $1.00 per share (the "Company Common
Stock"). Upon the effectiveness of such share-for-share exchange (the
"Reorganization"), the Bank became the wholly-owned subsidiary of the Company
and the Bank's former stockholders became the stockholders of the Company.
The Reorganization was consummated in accordance with the terms of a certain
Plan of Reorganization and Acquisition dated as of February 15, 1996 between
the Bank and the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
The Financial statements contained in the Bank's Annual Report on Form
F-2 for the year ended December 31, 1995 and Quarterly Report on Form F-4 for
the three months ended March 31, 1996, as previously filed by the Bank with
the Federal Deposit Insurance Corporation under Section 13 of the Securities
Exchange Act of 1934 and included as Exhibits 99.3 and 99.5, respectively, to
the Company's Registration Statement on Form 8-A, are incorporated herein and
made a part hereof by this reference. The Bank's Quarterly Report on Form
F-4 for the three months ended June 30, 1996 is included as Exhibit 99.1 to
this report.
(b) Pro Forma Financial Information
The following unaudited pro forma financial information has been prepared
to reflect the October 1, 1996 acquisition of the Bank as of June 30, 1996.
As the Company had no material assets or operations prior to consummation of
the Reorganization described in Item 2, the pro forma information
demonstrating the balance sheet as of June 30, 1996 and income statements as
of December 31, 1995, March 31, 1996 and June 30, 1996 of the Company as if
the Reorganization had occurred as of January 1, 1995 are
substantially the same as those of the Bank described in Item 7(a) above with
the exception of the following pro forma adjustments. The pro forma
adjustments result from (i) the one for one exchange of shares of the Company
Common Stock, $1.00 par value per share, for shares of the common stock of
the Bank, $1.00 par value per share, and (ii) the repurchase of 100 shares of
the Company Common Stock from the Bank at par value. The following tables
show the impact of these pro forma adjustments to the stockholders' equity of
the Company at June 30, 1996 and October 1, 1996:
June 30, 1996
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SEPARATE COMPANIES
STOCKHOLDER'S EQUITY BANK HISTORICAL COMPANY
Capital Stock $ 1,662,090.00 $ 1,662,090.00
Additional Paid in Capital $ 10,534,989.00 $ 23,546,105.00
Retained Earnings $ 13,011,116.00 -
Valuation Reserve ($ 426,402.00) ($ 426,402.00)
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Total: $ 24,781,793.00 $ 24,781,793.00
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October 1, 1996
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SEPARATE COMPANIES
STOCKHOLDER'S EQUITY BANK HISTORICAL COMPANY
Capital Stock $ 1,765,568.00 $ 1,765,568.00
Additional Paid in Capital $ 11,982,715.02 $ 25,604,612.51
Retained Earnings $ 13,621,897.49 -
Valuation Reserve ($ 570,600.37) ($ 570,600.37)
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Total: $ 26,799,580.14 $ 26,799,580.14
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There are no other pro forma adjustments as a result of the
Reorganization that would result in differences between the pro forma
financial statements of the Company and the consolidated financial statements
of the Bank described in Item 7(a) above.
(c) Exhibits
(2) Plan of Reorganization and Acquisition dated as of February 15, 1996
between the Company and the Bank, incorporated herein by reference
from Exhibit A to the Proxy Statement included as Exhibit 99.4 to
the Company's Registration Statement on Form 8-A.
(99.1) Quarterly Report of the Bank on Form F-4 for the three months ended
June 30, 1996.
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S I G N A T U R E S
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, in the City of Quincy, State of
Massachusetts, this 7th day of October, 1996.
Emerald Isle Bancorp, Inc.
Date: October 7, 1996 By: /s/ Gerard F. Linskey
Gerard F. Linskey, Treasurer
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