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): June 13, 2002
Medford Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State of incorporation or organization)
0-23435 04-3384928
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(Commission File Number) (I.R.S. Employer
Identification No.)
29 High Street, Medford Massachusetts 02155
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (781) 395-7700
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Item 5. Other Events.
On June 13, 2002, Medford Bancorp, Inc., a Massachusetts corporation
("Medford"), executed an Agreement and Plan of Merger (the "Merger Agreement")
with Citizens Bank Financial Group, Inc., a Delaware corporation ("CFG"), and
Citizens Bank of Massachusetts, a Massachusetts chartered trust company and
wholly-owned subsidiary of CFG ("CBM"), pursuant to which Medford will be merged
with a subsidiary of CBM (the "Merger").
In the Merger, each share of common stock of Medford, par value $0.50
per share (the "Common Stock"), will be converted into the right to receive
$35.00 in cash. The Merger is subject to the satisfaction of certain customary
conditions, including the approval of the Merger by the shareholders of Medford
and certain Federal and state regulatory authorities.
Certain directors and officers of Medford who own in the aggregate
approximately 7% of the outstanding shares of Common Stock have entered into
Stockholders Voting Agreements (the "Stockholders Voting Agreements") with CBM,
pursuant to which these directors and officers have agreed to vote in favor of
the Merger all of their shares of Common Stock which they are entitled to so
vote.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which is included as
Exhibit 99.1 to this report and, together with Amendment to the Amended and
Restated Shareholders Rights Agreement, a copy of which is attached hereto as
Exhibit 99.2, are incorporated into this Item 5 by reference. In addition, the
foregoing description of the Stockholders Voting Agreements is qualified in its
entirety by reference to such Stockholders Voting Agreements, a copy of the form
of such agreements is attached hereto as Exhibit 99.3 to this report and is
incorporated into this Item 5 by reference.
For additional information, reference is made to the press release
announcing the Merger Agreement, a copy of which is attached hereto as Exhibit
99.4 and is incorporated into this Item 5 by reference.
Information contained in this Current Report on Form 8-K and the Exhibits
attached hereto may contain 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. These forward looking statements
are inherently uncertain, and actual results may differ from Medford's
expectations. Risk factors that could cause actual results to differ materially
from these forward looking statements include, without limitation, the risk
factors set forth in Medford's filings with the Securities and Exchange
Commission and changes in general economic conditions, interest rates or
regulatory requirements, and changes in the assumptions used to make such
forward looking statements.
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 hereunto duly authorized.
MEDFORD BANCORP, INC.
Date: June 13, 2002 By: /s/ Phillip W. Wong
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Name: Phillip W. Wong
Title: E.V.P. & C.F.O.
Exhibit Index
Exhibit No. Description
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99.1 Agreement and Plan of Merger
99.2 Amendment to Amended and Restated
Shareholders Rights Agreement
99.3 Form of Stockholders Voting Agreement
99.4 Press release