EXHIBIT 2.5
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
FORM F-3
CURRENT REPORT
UNDER SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of: January 1997
FDIC Insurance Certificate No. 26481
FALMOUTH CO-OPERATIVE BANK
(Exact name of bank as specified in its charter)
20 DAVIS STRAITS, FALMOUTH, MASSACHUSETTS 02540
(Address of principal office)
ITEMS 1
THROUGH 8,
10-12. NOT APPLICABLE.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 1997 Annual Meeting of Stockholders (the "Annual
Meeting") of Falmouth Co-operative Bank (the "Bank"), which was held on January
21, 1997, the Bank presented the following matters to stockholders for their
votes of approval:
1. Election of three directors to serve for a three-year term expiring at the
2000 Annual Meeting of Stockholders and until their respective successors
have been duly elected and qualified.
Directors elected by the stockholders at the Annual Meeting include: James
A. Keefe; Ronald L. McLane; and Robert H. Moore.
James A. Keefe:
Votes for nominee: 1,385,802
Votes withheld for nominee: 7,659
Votes withheld for individual nominee: none
Ronald L. McLane:
Votes for nominee: 1,381,311
Votes withheld for nominee: 12,150
Votes withheld for individual nominee: none
Robert H. Moore:
Votes for nominee: 1,379,154
Votes withheld for nominee: 14,307
Votes withheld for individual nominee: none
Directors continuing their terms as of the 1997 Annual Meeting of
Stockholders include the following: John W. Holland, Jr.; Gardner L. Lewis;
John J. Lynch, Jr.; Eileen C. Miskell; Walter A. Murphy; William E. Newton;
Armand Ortins; and Santo P. Pasqualucci.
2. Ratification of the appointment of Shatswell MacLeod & Co., P.C. as
independent auditors for the Bank for the fiscal year ending September 30,
1997.
For: 1,390,090 Against: none Abstain: 3,371
3. Election of a Clerk of the Bank to serve until the 1998 Annual Meeting of
Stockholders.
For: 1,375,140 Against: 3,300 Abstain: 15,021
4. Approval of the 1997 Stock Option Plan for Outside Directors, Officers and
Employees of Falmouth Co-operative Bank.
For: 982,569 Against: 59,766 Abstain: 13,426
Withheld [No Vote]: 337,700
5. Approval of the 1997 Recognition and Retention Plan for Outside Directors,
Officers and Employees of Falmouth Co-operative Bank.
For: 985,237 Against: 56,216 Abstain: 14,508
Withheld [No Vote]: 337,500
6. Approval of the formation of a bank holding company for the Bank by the
adoption and approval of an Agreement and Plan of Reorganization dated as
of November 25, 1996 by and between the Bank and Falmouth Bancorp, Inc.
("Bancorp"), pursuant to which the Bank will become the wholly-owned
subsidiary of Bancorp and all of the outstanding shares of common stock of
the Bank (other than shares held by stockholders exercising dissenters'
rights, if any) will be converted into and exchanged for, on a one-for-one
basis, shares of common stock of Bancorp.
For: 1,033,637 Against: 12,397 Abstain: 9,927
Withheld [No Vote]: 337,500
ITEM 13. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report.
The following exhibit is filed as part of this Report:
EXHIBIT NO. DESCRIPTION
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A Press Release of Falmouth Co-operative Bank
Announcing the Results of the 1997 Annual
Meeting of Stockholders
SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, the Bank has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
FALMOUTH CO-OPERATIVE BANK
By:/s/ George E. Young, III
-------------------------
George E. Young, III
Vice President and Treasurer
Date: January 30, 1997
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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A Press Release of Falmouth Co-operative Bank
Announcing the Results of the 1997 Annual Meeting of
Stockholders .......................................
News
Release
FOR FURTHER INFORMATION CONTACT:
Santo P. Pasqualucci
President & Chief Executive Officer
(508) 548-3500
FOR IMMEDIATE RELEASE
- ---------------------
FALMOUTH CO-OPERATIVE BANK
ANNOUNCES THE RESULTS OF ITS
1997 ANNUAL MEETING OF STOCKHOLDERS
Falmouth, Massachusetts, January 21, 1997 -- Falmouth Co-operative Bank
(AMEX:FCB) (the "Bank"), held its 1997 Annual Meeting of Stockholders on January
21, 1997 at the Quality Inn, 921 Jones Road, Falmouth, Massachusetts. The Bank
is pleased to announce that at the Annual Meeting, stockholders re-elected James
A. Keefe, Ronald L. McLane and Robert H. Moore to serve as directors of the
Bank; ratified the appointment of Shatswell, MacLeod & Co., P.C. as independent
auditors of the Bank; elected John A. DeMello to serve as Clerk of the Bank;
approved the 1997 Stock Option Plan for Outside Directors, Officers and
Employees of Falmouth Co-operative Bank; approved the 1997 Recognition and
Retention Plan for Outside Directors, Officers and Employees of Falmouth
Co-operative Bank; and approved a plan of reorganization providing for the
formation of a holding company with the Bank as the principal subsidiary.
The three re-elected directors will serve for a three-year term expiring at
the 2000 Annual Meeting of Stockholders.
Shatswell, MacLeod & Co., P.C. will provide services as independent
auditors for the Bank for the fiscal year ending September 30, 1997.
2
John A. DeMello will continue to serve as the Clerk of the Bank until the
1998 Annual Meeting of the Stockholders, or until is successor is chosen and
qualified.
The purpose of the 1997 Stock Option Plan is to promote the growth and
profitability of the Bank, to provide certain key officers, employees and
directors of the Bank with an incentive to achieve corporate objectives, to
attract and retain individuals of outstanding competence and to provide such
individuals with an equity interest in the Bank. The 1997 Stock Option Plan is
subject to regulatory approval by the Division of Banks for the Commonwealth of
Massachusetts.
The Board of Directors of the Bank adopted the 1997 Recognition and
Retention Plan to advance the interests of the Bank and its stockholders by
providing current officers, employees and outside directors of the Bank and its
affiliates with an incentive to achieve corporate objectives by attracting and
retaining officers, employees and outside directors of outstanding competence
through the award of equity interest in the Bank. Like the 1997 Stock Option
Plan, the 1997 Recognition and Retention Plan is subject to regulatory approval
by the Division of Banks for the Commonwealth of Massachusetts.
Under the Plan of reorganization, each issued and outstanding share of the
Bank's Common Stock will be converted into one share of Common Stock in the new
holding company. As a result of the reorganization, the Bank's stockholders will
become the stockholders of the new holding company, which will own all of the
outstanding stock of the Bank. Implementation of the plan of reorganization is
subject to regulatory approval; the required filings will be made in February
1997.
Falmouth Co-operative Bank is a Massachusetts chartered stock co-operative
bank offering traditional financial products and services. The Bank conducts its
business through an office located at 20 Davis Straits, Falmouth, Massachusetts
02540, and its telephone number is (508) 548-3500. At December 31, 1996, the
Bank had total assets of $88.5 million and deposits of $65.3 million. At this
writing, the Bank looks forward to the completion of its first branch office in
East Falmouth, Massachusetts and expects to begin branch operations by February
of 1997.