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 11, 2005
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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)
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:
[_] 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 1.01 Entry into a Material Definitive Agreement.
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On July 11, 2005, the Boards of Directors of Enfield Mutual Holding
Company, New England Bancshares and Enfield Federal Savings and Loan Association
unanimously adopted a Plan of Conversion and Reorganization (the "Plan"),
pursuant to which Enfield Federal will reorganize from the mutual holding
company structure to the stock holding company structure. Pursuant to the terms
of the Plan, Enfield Mutual Holding Company will convert from the mutual form to
a federal interim stock savings association and simultaneously merge with and
into Enfield Federal, with Enfield Federal as survivor. Additionally, New
England Bancshares will convert to a federal interim stock savings association
and simultaneously merge with and into Enfield Federal, with Enfield Federal as
survivor. Enfield Federal will form a new Maryland corporation that will acquire
all of the outstanding shares of Enfield Federal's common stock. Shares of New
England Bancshares' common stock, other than those held by Enfield Mutual
Holding Company, will be converted into shares of the new Maryland corporation
pursuant to an exchange ratio designed to approximate the percentage ownership
interests of such persons.
The Plan is subject to the approval of: (1) the Office of Thrift
Supervision; (2) at least a majority of the total number of votes eligible to be
cast by members of Enfield Mutual Holding Company; (3) the holders of at least a
majority of the outstanding shares of New England Bancshares common stock; and
(4) at least a majority of votes cast by holders of New England Bancshares
common stock other than Enfield Mutual Holding Company. The new Maryland holding
company will offer shares of its common stock for sale to Enfield Federal's
eligible account holders, to Enfield Federal's tax-qualified employee benefit
plans and to members of the general public in a subscription and community
offering in the manner and subject to the priorities set forth in the Plan. The
highest priority will be depositors with qualifying deposits as of June 30,
2004.
The press release announcing the adoption of the Plan is included as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Exhibits
Number Description
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99.1 Press Release Dated July 11, 2005
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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: July 11, 2005 By: /s/ Scott D. Nogles
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Scott D. Nogles
Senior Vice President and Chief Financial
Officer
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