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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
November 26, 1997
(Date of Earliest Event reported)
MEDFORD BANCORP, INC.
(Exact name of registrant as specified in charter)
MASSACHUSETTS 04-3384928
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
29 HIGH STREET, MEDFORD, MASSACHUSETTS 02155
(Address of principal executive offices, including zip code)
(617) 395-7700
(Registrant's telephone number, including area code)
The Exhibit Index appears on page 5.
There are _____ pages in this Report, including exhibits.
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ITEM 5. OTHER EVENTS.
On November 26, 1997 at 12:01 a.m. (the "Effective Date") Medford
Bancorp, Inc. (the "Company") and Medford Savings Bank, a Massachusetts savings
bank (the "Bank"), consummated the formation of a holding company for the Bank
(the "Reorganization") pursuant to a Plan of Reorganization and Acquisition
dated as of July 29, 1997 (the "Plan of Reorganization"). Pursuant to the Plan
of Reorganization, at the Effective Date, each issued and outstanding share of
the Bank's common stock ("Bank Common Stock"), par value $0.50 per share
(together with associated preferred stock purchase rights) (except shares held
by stockholders exercising dissenters' rights), automatically and without
consideration was converted into and exchanged for one share of the common
stock, par value $0.50 per share (the "Common Stock") of the Company (together
with associated preferred stock purchase rights). Prior to the completion of the
Reorganization, the Company was a wholly-owned subsidiary of the Bank. On the
Effective Date, the Bank became a wholly-owned subsidiary of the Company and the
stockholders of the Bank became stockholders of the Company. No additional
shares were offered or sold in connection with the Reorganization.
Until the Effective Date, the Bank's common stock was registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and traded on the Nasdaq National Market System. The Bank has filed
reports with the FDIC under Section 12(i) of the Exchange Act since 1993. This
report on Form 8-K is being filed in connection with the registration of the
Common Stock of the Company under Section 12(g) of the Exchange Act pursuant to
Rule 12g-3(a) thereunder. As of the Effective Date, (i) the Company is the
successor issuer to the Bank, (ii) the Common Stock of the Company was held of
record by three hundred or more persons and (iii) the Common Stock of the
Company is listed in place of the common stock of the Bank on the Nasdaq
National Market System under the trading symbol "MDBK."
Pursuant to the Plan of Reorganization, as of the Effective Date, the
Company assumed all of the Bank's obligations under the Bank's stock option
plans, as evidenced by the Company's Stock Option Plan and the Medford Savings
Bank 1986 Stock Option Plan, which was assumed and adopted by the Company as the
Company's stock option plan (the "Stock Option Plans"). Under the Stock Option
Plans, the Company will issue shares of its Common Stock in lieu of shares of
Bank Common Stock. The Company intends to file, concurrently with this Current
Report on Form 8-K, a registration statement on Form S-8 for all Common Stock
issuable under the Stock Option Plans.
In connection with the Reorganization, the Bank's Shareholder Rights
Plan was amended and restated so that it was assumed by the Company following
the Reorganization. Accordingly, as of the Effective Date, the outstanding Bank
Rights (as defined below) issued pursuant to the Bank's Shareholder Rights Plan
were assumed by, and deemed to be rights issued by, the Company (the "Rights").
The Company's Amended and Restated Shareholder Rights Plan (the "Company's
Shareholder Rights Plan") has been converted from the Bank's Shareholder Rights
Plan. The following summary description of the Company's Shareholder Rights Plan
does not
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purport to be complete and is qualified in its entirety by reference to the
Company's Shareholder Rights Plan, which has been filed as an exhibit to this
Current Report on Form 8-K.
In connection with the adoption of the Bank's Shareholder Rights Plan,
the Board of Directors of the Bank declared a dividend distribution of one
preferred stock purchase right (a "Bank Right") for each outstanding share of
the Bank's common stock to stockholders of record as of the close of business on
October 8, 1993. On July 29, 1997, in connection with the Reorganization, the
Board of Directors of the Company adopted resolutions assuming the Bank's
Shareholder Rights Plan and converting it into the Company's Shareholder Rights
Plan, which contains substantially the terms and conditions of the Bank's
Shareholder Rights Agreement. On November 25, 1997, the Boards of Directors of
the Bank and the Company adopted resolutions confirming the conversion of the
Bank Rights to the Rights with the conversion and exchange of the Bank's common
stock for the Company's Common Stock. As of the Effective Date, the Rights
currently are not exercisable and are attached to and trade with the outstanding
shares of the Company's Common Stock. Under the Company's Shareholder Rights
Plan, the Rights become exercisable (i) if a person becomes an "acquiring
person" by acquiring 15% or more of the outstanding shares of the Company's
Common Stock, (ii) if a person who owns 10% or more of the Company's Common
Stock is determined to be an "adverse person" by the Board of Directors of the
Company, or (iii) if a person commences a tender offer that would result in that
person owning 15% or more of the Company's Common Stock. In the event that a
person becomes an "acquiring person" or is declared an "adverse person" by the
Board of Directors of the Company, each holder of a Right (other than the
acquiring person or the adverse person) would be entitled to acquire such number
of shares of the Company's preferred stock as are provided for in the Company's
Shareholder Rights Plan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this report.
2.1 Plan of Reorganization and Acquisition dated as of July 29, 1997
between the Company and the Bank
3.1 Articles of Organization of the Company
3.2 By-laws of the Company
3.3 Amended and Restated Charter of the Bank
3.4 Amended and Restated By-laws of the Bank
4.1 Specimen certificate for shares of Common Stock of the Company
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4.2 Articles IV, VI(A), VI(C), VI(I)-(J) of Articles of Organization
of the Company (see Exhibit 3.1)
4.3 Articles II and V of By-laws of the Company (see Exhibit 3.2)
10.1 Amended and Restated Shareholders Rights Agreement, dated
November 26, 1997, between Medford Bancorp, Inc. and Medford
Savings Bank and State Street and Trust Company, as Rights Agent
99.1 Annual Report of the Bank on Form F-2 for the year ended
December 31, 1996, as filed with the Federal Deposit Insurance
Corporation ("FDIC")
99.2 Quarterly Report of the Bank on Form F-4 for the quarter ended
March 31, 1997, as filed with the FDIC
99.3 Current Report of the Bank on Form F-3, as filed with the FDIC
on May 7, 1997
99.4 Quarterly Report of the Bank on Form F-4 for the quarter ended
June 30, 1997, as filed with the FDIC
99.5 Proxy Statement, dated August 4, 1997, delivered to the Bank's
stockholders in connection with the Bank's September 16, 1997
Special Meeting of Stockholders, as filed with the FDIC
99.6 Quarterly Report of the Bank on Form F-4 for the quarter ended
September 30, 1997, as filed with the FDIC
99.7 Current Report of the Bank on Form F-3, as filed with the FDIC
on October 7, 1997
99.8 Notification pursuant to Section 225.17 of Regulation Y (12
C.F.R. ss. 225.17) for a One-Bank Holding Company Formation
filed by the Company with the Federal Reserve Bank of Boston on
September 18, 1997
99.9 Application for Acquisition of a Bank by a Company pursuant to
MGL c. 172, ss. 26B, filed by the Company with the Commissioner
of Banks of the Commonwealth of Massachusetts on September 15,
1997
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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 thereunto duly authorized.
MEDFORD BANCORP, INC.
Date: November 26, 1997 By: /s/ Arthur H. Meehan
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Arthur H. Meehan
Chairman, President and Chief Executive Officer
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
2.1 Plan of Reorganization and Acquisition dated as of July 29, 1997
between the Company and the Bank
3.1 Articles of Organization of the Company
3.2 By-laws of the Company
3.3 Amended and Restated Charter of the Bank
3.4 Amended and Restated By-laws of the Bank
4.1 Specimen certificate for shares of Common Stock of the Company
4.2 Articles IV, VI(A), VI(C), VI(I)-(J) of Articles of Organization of
the Company (see Exhibit 3.1)
4.3 Articles II and V of By-laws of the Company (see Exhibit 3.2)
10.1 Amended and Restated Shareholders Rights Agreement, dated
November 26, 1997, between Medford Bancorp, Inc. and State Street and
Trust Company, as Rights Agent
99.1 Annual Report of the Bank on Form F-2 for the year ended December 31,
1996, as filed with the Federal Deposit Insurance Corporation
("FDIC")
99.2 Quarterly Report of the Bank on Form F-4 for the quarter ended
March 31, 1997, as filed with the FDIC
99.3 Current Report of the Bank on Form F-3, as filed with the FDIC on
May 7, 1997
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
99.4 Quarterly Report of the Bank on Form F-4 for the quarter ended
June 30, 1997, as filed with the FDIC
99.5 Proxy Statement, dated August 4, 1997, delivered to the Bank's
stockholders in connection with the Bank's September 16, 1997 Special
Meeting of Stockholders, as filed with the FDIC
99.6 Quarterly Report of the Bank on Form F-4 for the quarter ended
September 30, 1997, as filed with the FDIC
99.7 Current Report of the Bank on Form F-3, as filed with the FDIC on
October 7, 1997
99.8 Notification pursuant to Section 225.17 of Regulation Y
(12 C.F.R. ss. 225.17) for a One-Bank Holding Company Formation filed
by the Company with the Federal Reserve Bank of Boston on September
18, 1997
99.9 Application for Acquisition of a Bank by a Company pursuant to
MGL c. 172, ss. 26B, filed by the Company with the Commissioner of
Banks of the Commonwealth of Massachusetts on September 15, 1997
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