Filed by Benjamin Franklin Bancorp, M.H.C.
Pursuant to Rule 425 Under the Securities
Act of 1933
Subject Company: Chart Bank, A Cooperative
Bank
Date: December 13, 2004
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: CLAIRE S. BEAN, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
1-800-528-7000 X360
BENJAMIN FRANKLIN BANCORP ANNOUNCES
FILING OF MUTUAL-TO-STOCK CONVERSION REGISTRATION STATEMENT
FRANKLIN, MASSACHUSETTS (December 13, 2004). Benjamin Franklin Bancorp
(the "Company"), the holding company of Benjamin Franklin Bank (the "Bank"),
today announced the filing of a registration statement with the Securities and
Exchange Commission with respect to an initial public offering of the Company's
common stock. This filing is in connection with the Company's proposed
conversion from a Massachusetts-chartered mutual holding company (known as
Benjamin Franklin Bancorp, M.H.C.) to a Massachusetts business corporation in
stock form (to be known as Benjamin Franklin Bancorp, Inc.). The Company now
owns all of the common stock of the Bank and will continue to do so after the
conversion. Currently, there are no outstanding shares of Benjamin Franklin
Bancorp common stock. As previously announced, it is expected that, at the same
time as the conversion is completed, Benjamin Franklin Bancorp will acquire
Chart Bank of Waltham, Massachusetts in a transaction in which 55% of the Chart
Bank shares will be exchanged for newly issued shares of Benjamin Franklin
Bancorp common stock and 45% will be exchanged for cash. The aggregate
consideration for the transaction will be approximately $46.5 million.
The Company expects to sell in the offering between a minimum of 4,250,000
shares and a maximum of 5,750,000 shares of common stock at $10 per share
(subject to a possible 15% increase to 6,612,500 shares). The amount of common
stock offered in the conversion is based on an independent appraisal of the
estimated market value of Benjamin Franklin Bancorp. In addition, the Company
plans to donate to a newly formed charitable foundation 8.0% of the number of
shares sold in the offering, up to a maximum of 400,000 shares.
The shares will first be offered in a subscription offering, in descending
order of priority, to:
(1) Depositors with accounts at Benjamin Franklin Bank with aggregate
balances of at least $50.00 on May 31, 2003;
(2) Depositors with accounts at Benjamin Franklin Bank with aggregate
balances of at least $50.00 on a date determined in accordance with
the Plan of Conversion;
(3) The Bank's employee stock ownership plan; and
(4) The officers, directors, trustees and employees of the Company and the
Bank who do not have a higher priority right.
Shares unsold in the subscription offering may be offered for sale to the
general public in a community offering, with a preference given first to persons
residing in the Massachusetts counties of Norfolk, Worcester and Middlesex.
The offering is expected to commence in the first quarter of 2005, and will
be managed by Ryan Beck & Co., Inc. The offering and the acquisition of Chart
Bank are expected to close simultaneously late in the first quarter or shortly
thereafter, subject to regulatory approvals. The combined Benjamin Franklin Bank
will have nine offices and approximately $816 million in assets, based on the
minimum of the offering range.
A REGISTRATION STATEMENT RELATING TO THE COMMON STOCK OF BENJAMIN FRANKLIN
BANCORP, INC. HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT
HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY COMMON STOCK, NOR SHALL THERE BE ANY SALE OF THE COMMON STOCK IN ANY
STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. THE
OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON STOCK ARE NOT SAVINGS
ACCOUNTS OR SAVINGS DEPOSITS, MAY LOSE VALUE AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
Benjamin Franklin Bancorp will be filing relevant documents concerning the
Chart Bank merger with the Securities and Exchange Commission, including a
registration statement on Form S-4 containing a prospectus. WE URGE CHART BANK'S
STOCKHOLDERS TO READ THESE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Chart Bank Stockholders will be able to obtain these documents free
of charge at the SEC's website, www.sec.gov. In addition, documents filed with
the SEC by Benjamin Franklin Bancorp, including any prospectus to be delivered
in connection with the offering, will be available free of charge from the Chief
Financial Officer of Benjamin Franklin Bancorp (Claire S. Bean, 58 Main Street,
Franklin, Massachusetts 02038, telephone (508) 528-7000).
ABOUT BENJAMIN FRANKLIN BANK
Benjamin Franklin Bank, a wholly owned subsidiary of Benjamin Franklin
Bancorp, M.H.C., is a full service community bank originally chartered in 1871
The Bank has $517.1 million in assets as of September 30, 2004 and six banking
locations: two in Franklin and one in each of Bellingham, Foxboro, Medfield and
Milford, Massachusetts. The Bank offers a full range of products and services
for consumers and small to mid-sized businesses.
ABOUT CHART BANK
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Founded in 1985 and headquartered in Waltham, Chart Bank is a state
chartered cooperative bank with assets of $256.3 million as of September 30,
2004. It operates two branches in Waltham and one in Newton, Massachusetts.
Chart Bank also owns Creative Strategic Solutions, Inc., which is an ATM cash
management and settlement services company.
This news release contains certain forward-looking statements about the
proposed conversion of Benjamin Franklin Bank and the acquisition of Chart Bank.
These statements include the anticipated consummation date of the transactions.
Forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts. They often include words like
"believe," "expect'" "anticipate," "estimate," and "intend" or future or
conditional verbs such as "will," "would," "should," "could" or "may." Certain
factors that could cause actual results to differ materially from expected
results include delays in completing the offering and acquisition, changes in
the interest rate environment, changes in general economic conditions,
legislative and regulatory changes that adversely affect the businesses in which
Chart Bank and Benjamin Franklin Bank are engaged and changes in the securities
market.
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