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UNITED STATES
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
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Date of report (Date of earliest event reported): November 26, 2004
FIRST IPSWICH BANCORP
(Exact name of registrant as specified in its charter)
Massachusetts 333-114018 04-2955061
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
31 Market Street, Ipswich, Massachusetts 01938
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 356-3700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On November 24, 2004, Ipswich Capital Investment Corp. (the "Subsidiary"), a
Massachusetts corporation and a wholly-owned subsidiary of The First National
Bank of Ipswich (the "Bank") and First Ipswich Bancorp (the "Company"), signed a
definitive Stock Purchase Agreement (the "Agreement") to acquire The de Burlo
Group, Inc. ("The de Burlo Group"), a Massachusetts corporation. The Agreement
was made by and among the Subsidiary; The de Burlo Group; C. Russell de Burlo,
Jr., Robin W. Dushman, Richard B.G. Vincent, Sharon M. Whitson, Diane M.
Marcinow, Alison J. Seavey, and Edith T. de Burlo (collectively, the "Sellers");
and C. Russell de Burlo, Jr., as the Sellers' Representative; and with respect
to guaranteeing the Subsidiary's obligations under the Agreement only, the Bank.
There is no material relationship, other than in respect of the transaction
contemplated by the Agreement, between The de Burlo Group and the Sellers, on
the one hand, and the Company or any of its affiliates, on the other hand.
Under the terms of the agreement, the Subsidiary will pay an initial purchase
price of approximately $2,000,000 in cash to the stockholders of The de Burlo
Group at closing. The initial purchase price is determined by a formula based
upon the anticipated annual revenue from certain investment advisory accounts of
The de Burlo Group. The terms of the transaction also include deferred payment
provisions, which would be payable to stockholders of The de Burlo Group based
upon the successful achievement of certain financial milestones following each
of the two year anniversary and four year anniversary of the closing date. The
initial purchase price and deferred payments shall not exceed $4,500,500. The
transaction is expected to close in December 2004, and is subject to several
conditions, including receipt of all necessary approvals and third party
consents as well as the execution of employment agreements with the employees of
The de Burlo Group.
Item 8.01 Other Events
On November 26, 2004, the Company issued a press release announcing that its
subsidiary, Ipswich Capital Investment Corp., had signed an agreement to acquire
The de Burlo Group, Inc., an investment advisory firm. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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Exhibit 99.1 Press Release dated November 26, 2004.
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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.
FIrst Ipswich Bancorp
By: /s/ Donald P. Gill
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Donald P. Gill
President and C.E.O.
Date: November 26, 2004
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Press Release dated November 26, 2004.