Filed by Abington Bancorp, Inc.
Pursuant to Rule 425
under the Securities Act
of 1933, as amended, and
deemed filed pursuant to
Rule 14a-12 under the
Securities Exchange Act
of 1934, as amended.
Subject Company: Abington Bancorp, Inc.
Commission File No.: 0-16018
This filing contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, with respect to the financial condition,
results of operations and business of Seacoast Financial Services Corporation
following the consummation of the merger that are subject to various factors
which could cause actual results to differ materially from such projections or
estimates. Such factors include, but are not limited to, the following: (1) the
businesses of Seacoast Financial Services Corporation and Abington Bancorp, Inc.
may not be combined successfully, or such combination may take longer to
accomplish than expected; (2) expected cost savings from the merger cannot be
fully realized or realized within the expected timeframes; (3) operating costs,
customer loss and business disruption following the merger, including adverse
effects on relationships with employees, may be greater than expected; (4)
governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with government approvals of the merger;
(5) the stockholders of Abington may fail to approve the merger; (6) adverse
governmental or regulatory policies may be enacted; (7) the interest rate
environment may further compress margins and adversely affect net interest
income; (8) the risks associated with continued diversification of assets and
adverse changes to credit quality; (9) competitive pressures from other
financial service companies in Seacoast Financial's and Abington's markets may
increase significantly; and (10) the risk of an economic slowdown that would
adversely affect credit quality and loan originations. Other factors that may
cause actual results to differ from forward-looking statements are described in
Seacoast Financial's filings with the Securities and Exchange Commission.
Seacoast Financial does not undertake or intend to update any forward-looking
statements.
Seacoast and Abington filed relevant documents concerning the transaction with
the Securities and Exchange Commission, including a registration statement on
Form S-4 on December 19, 2003. Investors are urged to read the registration
statement on Form S-4 containing a prospectus/proxy statement regarding the
proposed transaction and any other documents filed with the SEC, as well as any
amendments or supplements to those documents, because they contain (or will
contain) important information. Investors are able to obtain those documents
free of charge at the SEC's website, (http://www.sec.gov). In addition,
documents filed with the SEC by Seacoast Financial can be obtained, without
charge, by directing a request to Seacoast Financial Services Corporation, One
Compass Place, New Bedford, Massachusetts 02740, Attn: James R. Rice, Senior
Vice President, Marketing, telephone (508) 984-6102. In addition, documents
filed with the SEC by Abington can be obtained, without charge, by directing a
request to Abington Bancorp, Inc., 97 Libbey Parkway, Weymouth, MA 02189, Attn:
Corporate Secretary, telephone (781) 682-6400. WE URGE SHAREHOLDERS TO READ
THESE DOCUMENTS, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS
BECAUSE THEY CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION. Abington and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies in connection with the merger.
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Information about the directors and executive officers of Abington and their
ownership of Abington common stock is set forth in the proxy statement for
Abington's 2003 annual meeting of stockholders as filed on Schedule 14A with the
SEC on June 27, 2003. Additional information about the interests of those
participants may be obtained from reading the definitive prospectus/proxy
statement regarding the proposed transaction when it becomes available.
THE FOLLOWING IS A PRESS RELEASE THAT WAS ISSUED ON JANUARY 15, 2004 BY ABINGTON
BANCORP, INC.
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ABINGTON BANCORP, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE
For: Abington Bancorp, Inc. Contact: James K. Hunt
97 Libbey Parkway Chief Financial Officer & Treasurer
Weymouth Woods Corporate Offices (781) 682-6903
P.O. Box 890237 Weymouth, MA 02189-0237
www.AbingtonSavings.com
ABINGTON BANCORP ANNOUNCES TIMING OF CONFERENCE CALL
ON YEAR-END/FOURTH QUARTER RESULTS
Abington, MA, January 15, 2004 - Abington Bancorp, Inc. (NASDAQ NMS:ABBK)
announced today that it plans to hold a conference call with the investment
community to discuss its results for year end/fourth quarter of 2003 on
Thursday, January 22, 2004 at 2 pm. A press release containing the Company's
results for that period will be issued earlier that day. The call will be hosted
by James P. McDonough, President and Chief Executive Officer, and James K. Hunt,
Chief Financial Officer and Treasurer.
The call may be accessed telephonically or as a webcast. To participate in the
call, please dial 1-800-901-5248, confirmation code 20440404. International
callers should dial 617-786-4512, using the same confirmation code. To access
the webcast, please visit the Company's website (www.abingtonsavings.com)
approximately 15 minutes prior to the start of the call and follow the
directions there. A replay of the call will be available as a webcast at the
same location starting approximately two hours after the call is completed.
On October 21, 2003, Abington Bancorp, Inc. and Seacoast Financial Services
Corporation (SCFS), New Bedford, Massachusetts, jointly announced the execution
of a definitive agreement whereby SCFS will acquire Abington Bancorp, Inc. Under
the terms of the agreement, each share of Abington common stock will be
exchanged for $34 per share in cash or 1.4468 shares of SCFS common stock,
subject to certain election and allocation procedures intended to ensure that
75% of Abington's shares will be exchanged for SCFS common stock and 25% for
cash. The transaction is expected to be completed during the second quarter of
2004, subject to the approval by Abington's shareholders and regulators of both
companies.
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Seacoast and Abington filed relevant documents concerning the merger of Abington
into Seacoast with the Securities and Exchange Commission, including a
registration statement on Form S-4 on December 19, 2003. Investors are urged to
read the registration statement on Form S-4 containing a prospectus/proxy
statement regarding the proposed transaction and any other documents filed with
the SEC, as well as any amendments or supplements to those documents, because
they contain (or will contain) important information. Investors are able to
obtain those documents free of charge at the SEC's website,
(http://www.sec.gov). In addition, documents filed with the SEC by Seacoast
Financial can be obtained, without charge, by directing a request to Seacoast
Financial Services Corporation, One Compass Place, New Bedford, Massachusetts
02740, Attn: James R. Rice, Senior Vice President, telephone (508) 984-6000. In
addition, documents filed with the SEC by Abington can be obtained, without
charge, by directing a request to Abington Bancorp, Inc. 97 Libbey Parkway,
Weymouth, MA 02189, Attn: Corporate Secretary, telephone (781) 682-6400. WE URGE
SHAREHOLDERS TO READ THESE DOCUMENTS, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS
TO THOSE DOCUMENTS BECAUSE THEY CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION.
Abington and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the merger.
About Abington Bancorp
Abington Bancorp, Inc. is a one-bank holding company for Abington Savings Bank.
Abington Savings Bank is a Massachusetts-chartered savings bank with offices in
Abington, Boston (Dorchester), Brockton, Canton, Cohasset, Halifax, Hanover,
Hanson, Holbrook, Hull, Kingston, Milton, Pembroke, Quincy, Randolph, Weymouth
and Whitman. Its deposits are insured by the Federal Deposit Insurance
Corporation and Depositors Insurance Fund.
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