SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 8, 1997
BNH BANCSHARES, INC.
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(Exact Name of Registrant as Specified in its Charter)
CONNECTICUT 0-14018 06-1126899
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
209 Church Street, New Haven, Connecticut 06510
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(Address of Principal Executive Offices) (Zip Code)
(203) 498-3500
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(Registrant's telephone number,
including area code)
Item 5. Other Events.
On April 8, 1997, BNH Bancshares, Inc. (the "Company") announced that
it is a party to a definitive merger agreement (the "Agreement") pursuant to
which Citizens Bank of Connecticut, a subsidiary of Citizens Financial Group,
Inc., will acquire all of the outstanding shares of stock of the Company
(other than certain shares to be canceled pursuant to the Agreement and any
objecting shares) for $57.2 million, or $15.50 per share. A copy of the
Agreement is attached hereto as Exhibit 2.
The acquisition, which is subject to shareholder and regulatory
approval, will be the fourth Connecticut acquisition by Citizens since 1993
and the 11th overall in the company's four-state franchise. When
completed, the acquisition will make Citizens Bank of Connecticut a $1.75
billion bank with 42 branch offices. Assuming the required approvals are
obtained, the transaction is expected to be completed in the summer of
1997.
Citizens Financial Group, Inc. is a $16 billion financial services
company headquartered in Providence, RI, with 250 offices operating as
Citizens Bank in Connecticut, Massachusetts, New Hampshire and Rhode
Island. Citizens is 76.5 percent owned by The Royal Bank of Scotland plc,
with the remaining interest held by Bank of Ireland.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) -- Inapplicable.
(c) Exhibits
(2) Agreement and Plan of Merger by and among Citizens Bank of
Connecticut, BNH Bancshares, Inc., and Bank of New Haven,
dated as of April 8, 1997.
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.
BNH BANCSHARES, INC.,
Registrant
By /s/ John F. Trentacosta
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John F. Trentacosta
Executive Vice President and
Chief Financial Officer
DATED: April 8, 1997
EXHIBIT INDEX
EXHIBIT NO. PAGE
(2) Agreement and Plan of Merger by and among Citizens Bank
of Connecticut, BNH Bancshares, Inc., and Bank of New
Haven, dated as of April 8, 1997.
Note: The Exhibits and Schedules to the Agreement have been
omitted. The following list briefly identifies the contents
of all omitted Exhibits and Schedules, which are available from
the Company upon request.
Exhibit I. Form of Agreement and Plan of Merger between
Citizens Bank of Connecticut and Bank of New
Haven.
Exhibit II. Agreement Regarding Company Option Plans
Disclosure Schedule:
Section 3.01(b) List of all subsidiaries of the Company
Section 3.03(c) Stock Options Table
Section 3.11 Litigation
Section 3.12 Employee Benefit Plans
Section 3.16 Certain Contracts
Section 3.17 Delinquent loans
Section 3.18 Investment Securities
Section 3.19 Derivative Securities
Section 3.21 Environmental