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 25, 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 Registrant's Business and Operations
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Item 1.01. Entry into a Material Definitive Agreement.
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On October 25, 2009, First Litchfield Financial Corporation ("First
Litchfield") entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among First Litchfield, The First National Bank of
Litchfield, First Litchfield's wholly-owned banking subsidiary, and Union
Savings Bank ("Union"), that provides for the merger of First Litchfield and The
First National Bank of Litchfield with and into Union (the "Merger").
Under the terms of the Merger Agreement, First Litchfield shareholders
will receive $15.00 cash for each share of First Litchfield common stock they
own on the date of the Merger. The transaction is valued at approximately $35
million. No fractional shares will be issued. Each stock option issued by First
Litchfield to purchase First Litchfield common stock, including the warrants
issued to the Unites States Treasury as part of the Troubled Asset Relief
Program's Capital Purchase Program, outstanding on the date of the Merger will
be converted into the right to receive a cash payment in an amount equal to the
positive difference, if any, between $15.00 and the exercise price of such
option for each share of First Litchfield common stock covered by such option
multiplied by the number of shares of First Litchfield common stock subject to
such option.
Consummation of the Merger is subject to approval by the shareholders
of First Litchfield, as well as customary regulatory approvals including the
Office of the Comptroller of the Currency, State of Connecticut Department of
Banking and the Federal Deposit Insurance Corporation. The Merger is expected to
close in the first quarter of 2010.
The foregoing description of the Agreement and the Merger is qualified
in its entirety by reference to the Merger Agreement, a copy of which is
attached to this Form 8-K as Exhibit 2.1 and is incorporated herein by
reference.
First Litchfield will file a proxy statement and other relevant
documents concerning the proposed Merger with the Securities and Exchange
Commission ("SEC"). Shareholders of First Litchfield are urged to read the proxy
statement and all other documents which will be filed with the SEC, and any
amendments or supplements to those documents, because they will contain
important information which they should consider before making any decision
regarding the transaction. Shareholders will be able to obtain a free copy of
the proxy statement, as well as other filings containing information about First
Litchfield, at the SEC's website (www.sec.gov), and at First Litchfield's
website (www.fnbl.com). Copies of the proxy statement may also be obtained
without charge, when available, by directing a request to First Litchfield
Financial Corporation, 13 North Street, P. O. Box 578, Litchfield, CT 06759.
First Litchfield and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the shareholders of First
Litchfield in connection with the proposed Merger. Information about the
directors and executive officers of First Litchfield and their ownership of
First Litchfield common stock is set forth in its proxy statement for its 2009
annual meeting of shareholders, dated April 27, 2009, filed with the SEC which
is available at the First Litchfield and
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SEC websites noted above. Additional information regarding the interests of such
participants in the transaction will be contained in the proxy statement when it
becomes available.
Forward-looking Information: Any forward-looking statements regarding the
proposed merger of First Litchfield and Union involve uncertainties. Those
uncertainties include, but are not limited to: legislation or changes in
regulatory requirements, shareholder actions, technical or systems issues
affecting dates of consummation or conversion, costs or difficulties related to
the integration, realization of expected synergies from the acquisition, and
general economic conditions that are less favorable than expected. First
Litchfield does not undertake any obligation to update forward-looking
statements to reflect events or circumstances that occur after the date on which
such statements are made.
Section 9. Financial Statements and Exhibits
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Item 9.01. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
2.1 Agreement and Plan of Merger dated as of October 25, 2009 by
and among Union Savings Bank, First Litchfield Financial
Corporation and The First National Bank of Litchfield.
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 28, 2009
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