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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
Date of Report (Date of earliest event reported):
December 22, 1997 (December 15, 1997)
AFFILIATED COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 0-27014 04-3277217
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
716 Main Street (617) 894-6810 02254-9035
Waltham, Massachusetts (Registrant's telephone number, (Zip Code)
(Address of principal including area code)
executive offices)
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Item 5. Other Events.
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On December 15, 1997, Affiliated Community Bancorp, Inc. (the "Company")
executed an Affiliation Agreement and Plan of Reorganization (the "Affiliation
Agreement") with UST Corp. ("UST"), pursuant to which UST will acquire the
Company (the "Transaction"). The Transaction is expected to close during the
first half of 1998. While UST will first acquire the Company, thereby making the
Company's three banking subsidiaries, Lexington Savings Bank, The Federal
Savings Bank and Middlesex Bank & Trust Company ("MB&T"), subsidiaries of UST,
the parties anticipate that the Company's banking subsidiaries will be merged
into UST's principal banking subsidiary, USTrust, in 1998.
The Transaction is structured as a tax-free exchange of 1.41 shares of
UST's common stock for each share of the Company's common stock. At UST's
closing stock price of $28.3125 on December 12, 1997, the Transaction would be
valued at approximately $259 million, and the Company's shareholders would
receive a value of $39.92 in UST common stock for each share of the Company's
common stock. The Transaction, which is structured to qualify for
pooling-of-interests accounting treatment, is subject to the approval of the
shareholders of the Company and UST as well as to the receipt of federal and
state regulatory banking approvals. If UST's average stock price during a period
prior to closing is less than $24.06 per share and UST's stock price has
declined by more than 15% relative to a certain bank stock index, the Company
can terminate the Affiliation Agreement subject to the right of UST to issue
additional shares to ensure that the Company's shareholders receive a per share
value of $33.92 in UST common stock.
Immediately after execution of the Affiliation Agreement on December 15,
1997, the Company entered into a Stock Option Agreement (the "Stock Option
Agreement") with UST pursuant to which the Company has granted to UST the option
to purchase, under certain circumstances, up to 1,300,078 shares of its
outstanding common stock for $32.937 per share.
Copies of the Affiliation Agreement and UST's press release announcing the
parties' execution and delivery of the Affiliation Agreement have been
previously filed with the Securities and Exchange Commission (the "Commission")
as exhibits to UST's Current Report on Form 8-K, which was filed with the
Commission on December 16, 1997. The form of the Stock Option Agreement is
included as Exhibit A to the Affiliation Agreement as so previously filed with
the Commission by UST. The preceding description of the Affiliation Agreement
and Stock Option Agreement is qualified in its entirety by reference to the
copies of such agreements included with the Current Report on Form 8-K
previously filed by UST, which are deemed to be incorporated herein.
Item 7. Financial Statements and Exhibits.
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None.
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SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AFFILIATED COMMUNITY BANCORP, INC.
By: /S/ John G. Fallon
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John G. Fallon
Executive Vice President and Chief
Financial Officer
Dated: December 22, 1997