UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): October 26, 2009
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FIRST LITCHFIELD FINANCIAL CORPORATION
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(Exact name of Registrant as Specified in Charter)
Delaware 0-28815 06-1241321
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State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13 North Street, Litchfield, Connecticut 06759
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 567-8752
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N/A
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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 (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] 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))
Form 8-K, Current Report
First Litchfield Financial Corporation
Section 1.01 Business and Operations
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Item 1.01. Entry into a Material Definitive Agreement.
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On October 26, 2009, First Litchfield Financial Corporation ("Litchfield")
announced that it had entered into an Agreement and Plan of Merger, dated as of
October 26, 2009 (the "Merger Agreement") by and among Litchfield, The First
National Bank of Litchfield, Litchfield's wholly-owned banking subsidiary, and
Union Savings Bank ("Union"), that provides for the merger of Litchfield and The
First National Bank of Litchfield with and into Union. Under the terms of the
Merger Agreement, Litchfield shareholders will receive $15.00 cash for each
share of Litchfield common stock they own. The transaction is valued at
approximately $35 million.
The joint press release issued by Litchfield and Union is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
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99.1 Joint press release issued by First Litchfield Financial Corporation
and Union Savings Bank dated October 26, 2009.
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 hereto duly authorized.
FIRST LITCHFIELD FINANCIAL CORPORATION
By /s/ Joseph J. Greco
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Joseph J. Greco
President and Chief Executive Officer
Dated: October 26, 2009
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