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): March 21, 1994
CITIZENS FIRST BANCORP, INC.
(Exact name of registrant as specified in charter)
New Jersey 1-8413 22-2395812
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) Identification
incorporation) Number)
208 Harristown Road, Glen Rock, New Jersey 07452-3306
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (201) 239-5812
N/A
(Former name or Former Address, if changed since last report)
Item 5. Other Events.
Citizens First Bancorp, Inc. ("Citizens"), National Westminster
Bank Plc, a United Kingdom public limited company ("NatWest"), and NatWest
Holdings Inc., a Delaware corporation and wholly-owned subsidiary of NatWest
(the "Company"), have entered into an Agreement and Plan of Merger, dated as
of March 21, 1994 (the "Agreement"), pursuant to which Citizens will be
merged with and into the Company in a transaction in which the Company will
be the surviving entity (such transaction, the "Merger").
Subject to the limits set forth below, each outstanding share of
common stock of Citizens (the "Common Stock") will be, at the election of the
holder thereof, converted into either:
(i) 0.22034 (the "Exchange Ratio") American Depositary Receipts of
NatWest ("Natwest ADRs"), each NatWest ADR representing six
ordinary shares of NatWest; or
(ii) cash equal to $9.75.
The holders of Common Stock may elect, shortly after the effective
time of the Merger, at their option, to receive cash, NatWest ADRs or a
combination thereof with respect to their shares of Common Stock. No holder
of Common Stock or preferred stock of Citizens will have dissenters' rights.
After taking into account elections of holders of Common Stock, NatWest ADRs
that shall be issued in the Merger shall not be less than 5,923,652
(representing approximately 50% of the total consideration to be issued in
the Merger on a fully diluted basis (based on the closing price of NatWest
ADRs on the New York Stock Exchange on March 17, 1994)) nor more than
7,108,383 (the "Maximum ADR Number") (representing approximately 60% of the
total consideration to be issued in the Merger on a fully diluted basis
(based on the closing price of NatWest ADRs on the New York Stock Exchange on
March 17, 1994)). The Agreement provides for a pro rata allocation procedure
for holders of Common Stock that have elected to receive cash, NatWest ADRs
or a combination thereof, as the case may be, in the event of an
oversubscription in respect of cash or NatWest ADRs. For example, in the
event the market value on the New York Stock Exchange of .22034 NatWest ADRs
exceeds $9.75 when holders of Common Stock make their election, it is likely
that a significant portion of elections of holders of Common Stock will be
for NatWest ADRs. In such event, not more than the Maximum ADR Number will
be issued in the Merger. Holders of Common Stock who have elected to receive
NatWest ADRs will be allocated NatWest ADRs pro rata based on the Maximum ADR
Number as compared to the number of NatWest ADRs requested by all such
holders and will receive cash for the shares of Common Stock not converted
into NatWest ADRs. Alternatively, in the event the market value of .22034
NatWest ADRs is less than $9.75 when the holders of Common Stock make their
election, then it is likely that a significant portion of the elections of
holders of Common Stock will be for cash and the pro rata allocation
procedure will result in an allocation of a portion of the shares of Common
Stock, the holders of which chose cash, to be allocated NatWest ADRs instead
of cash.
Citizens intends to continue paying its regular quarterly cash
dividends on its preferred stock and Common Stock until completion of the
Merger. The Board of Directors has already declared a dividend of $.0425 per
share of Common Stock payable on May 2, 1994. As the Merger is expected to
be completed some time in the Fall, additional dividend payments of $.0425
per share of Common Stock may be paid in August and, to the extent the Merger
has not been consummated prior thereto, in November. In addition, the
Agreement permits Citizens to pay at any time prior to the Merger, an
additional dividend of $.125 per share of Common Stock. Citizens intends to
pay such additional dividend to holders of record of Common Stock immediately
prior to the Merger. If the Merger is not effected, such additional dividend
will not be paid. Notwithstanding any of the foregoing, no assurance can be
given that any such quarterly dividends or the additional dividend will be
paid.
The Merger is expected to be tax free to the holders of Common
Stock to the extent NatWest ADRs are received, although such receipt of
NatWest ADRs could become taxable under certain circumstances. It is a
condition to the closing of the Merger that White & Case, counsel to
Citizens, render an opinion that the Merger will be treated for United States
federal income tax purposes as a reorganization pursuant to section 368(a) of
the Internal Revenue Code of 1986 (as amended, the "Code") and that Citizens
and the Company will each be a party to the reorganization pursuant to
Section 368(b) of the Code.
NatWest ADRs received by holders of Common Stock will be traded on
the New York Stock Exchange and the ordinary shares of NatWest evidenced by
the NatWest ADRs will also be listed on the International Stock Exchange in
London.
The Agreement provides for its termination by Citizens, if its
Board of Directors so determines, in the event the average of the closing
prices on the New York Stock Exchange of NatWest ADRs over the ten
consecutive trading days ending on the tenth day immediately prior to the
anticipated time on which the Merger shall become effective (the "Final
Natwest ADR Price"), is less than $36.25, unless the Company increases the
Exchange Ratio so that such modified Exchange Ratio times the Final Natwest
ADR Price equals or exceeds $7.987. NatWest and the Company may terminate
the Agreement in the event the Final NatWest ADR Price is less than $30.00.
Under certain other circumstances Citizens or the Company, as the case may
be, may terminate the Agreement, as specified therein.
The Agreement also provides for the redemption of the issued and
outstanding Citizens Series A $2.50 cumulative convertible preferred stock
and 6.75% convertible debentures due August 1, 2001 on or prior to the
effective time of the Merger.
The Agreement provides for a termination fee to be paid by Citizens
to the Company in certain circumstances in an amount equal to $17.5 million
plus all costs and expenses (such costs and expenses not to exceed $2.5
million) incurred by the Company and/or NatWest in connection with the
Agreement or the transactions contemplated by the Agreement.
The closing of the Merger is subject to the satisfaction of certain
conditions, including the approval of the transaction by the holders of a
majority of the shares of Common Stock voting at the meeting called by
Citizens for the purpose of approving the Agreement, the obtaining of certain
regulatory approvals and other closing conditions customary in transactions
of this type. While the precise time of the Merger closing cannot be
determined with certainty, the parties presently anticipate that the closing
will occur in the Fall of 1994.
As a result of the Merger and upon effectiveness of the Merger, all
shares of Common Stock will be delisted from the American Stock Exchange,
will not be listed on any national securities exchange, or quoted in any
inter-dealer quotation system, and will be eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act
of 1934, as amended, and the holders of Common Stock will become holders of
NatWest ADRs to the extent they receive NatWest ADRs in the Merger.
The joint press release of Citizens and NatWest issued on March 21,
1994 is attached as Exhibit 1 to this Form 8-K and the Agreement is attached
as Exhibit 2 to this Form 8-K and the First Amendment to the Agreement dated
as of March 28, 1994 is attached as Exhibit 3 to this Form 8-K, each of which
is incorporated herein by reference. The foregoing summary of the Agreement
does not purport to be complete and is qualified in its entirety by reference
to the full text of the Agreement.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibits
1. Press Release dated as of March 21, 1994
2. Agreement and Plan of Merger dated as of March 21, 1994 by and
among National Westminster Bank Plc, NatWest Holdings Inc. and
Citizens First Bancorp, Inc.
3. First Amendment dated as of March 28, 1994 by and among
National Westminster Bank Plc, NatWest Holdings Inc. and
Citizens First Bancorp, Inc.
SIGNATURE
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 thereunto duly authorized.
CITIZENS FIRST BANCORP, INC.
Date: March 29, 1994 By: /s/ Allan D. Nichols
Name: Allan D. Nichols
Title: Chairman of the Board
Chief Executive Officer
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
1 Press Release dated as of March
21, 1994
2 Agreement and Plan of Merger dated
as of March 21, 1994 by and among
National Westminster Bank Plc,
NatWest Holdings Inc. and Citizens
First Bancorp, Inc.
3 First Amendment dated as of March
28, 1994 by and among National
Westminster Bank Plc, NatWest
Holdings Inc. and Citizens First
Bancorp, Inc.