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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
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): June 24, 2005
FIRST IPSWICH BANCORP
(Exact name of registrant as specified in its charter)
Massachusetts 333-114018 04-2955061
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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))
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Item 2.01 Completion of Acquisition or Disposition of Assets
On June 29, 2005, First Ipswich Bancorp (the "Company") filed a Current Report
on Form 8-K to report that on June 24, 2005, The First National Bank of Ipswich,
a national bank and the wholly-owned subsidiary of the Company (the "Bank"),
completed the acquisition of the Boston, Massachusetts branch of Atlantic Bank
of New York ("Atlantic Bank"). The purpose of this amended report is to provide
updated information regarding the financial information relating to the acquired
business required to be provided by the Company.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The Office of the Chief Accountant of the Securities and Exchange Commission has
denied the Company's request for a waiver from the requirement of Item 9.01(a)
of Form 8-K to provide audited financial statements of the business acquired.
The Company is unable to file such audited financial statements. The Company
believes that it is, and will continue to be, impracticable for it to obtain
these audited financial statements. The Company's independent registered public
accounting firm, Wolf & Company, P.C., has advised the Company that it will not
be able to audit the branch's financial statements because (1) separate and
complete financial statements prepared in accordance with generally accepted
accounting principles do not exist for the branch operation, and (2) the
requisite knowledge of the internal control environment and fraud risk factors
pertaining solely to the historical branch operations requires unreasonable
effort and expense, and may be impossible to obtain given the relative
insignificance of the branch operation to Atlantic Bank's consolidated
operations.
(b) Pro Forma Financial Information.
The Company is not providing the pro forma financial information described in
Item 9.01(b) of Form 8-K.
The pro forma financial information does not need to be presented since the
audited financial statements of the business acquired are not included in this
filing.
(c) Exhibits
Exhibit No. Description
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2.1 Purchase and Assumption Agreement, dated February 22, 2005, by and
between The First National Bank of Ipswich and Atlantic Bank of
New York (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on February 28, 2005).
2.2 Loan Purchase Agreement, dated February 22, 2005, by and between
The First National Bank of Ipswich and Atlantic Bank of New York
(incorporated by reference to Exhibit 2.2 to the Company's Current
Report on Form 8-K filed on February 28, 2005).
2.3 REIT Loan Purchase Agreement, dated February 22, 2005, by and
between The First National Bank of Ipswich and Omega Commercial
Mortgage Corp (incorporated by reference to Exhibit 2.3 to the
Company's Current Report on Form 8-K filed on February 28, 2005).
2.4 Purchase and Sale Agreement, dated February 22, 2005, by and
between The First National Bank of Ipswich and Atlantic Bank of
New York (incorporated by reference to Exhibit 2.4 to the
Company's Current Report on Form 8-K filed on February 28, 2005).
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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: August 9, 2005
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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2.1 Purchase and Assumption Agreement, dated February 22, 2005, by and
between The First National Bank of Ipswich and Atlantic Bank of
New York (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on February 28, 2005).
2.2 Loan Purchase Agreement, dated February 22, 2005, by and between
The First National Bank of Ipswich and Atlantic Bank of New York
(incorporated by reference to Exhibit 2.2 to the Company's Current
Report on Form 8-K filed on February 28, 2005).
2.3 REIT Loan Purchase Agreement, dated February 22, 2005, by and
between The First National Bank of Ipswich and Omega Commercial
Mortgage Corp (incorporated by reference to Exhibit 2.3 to the
Company's Current Report on Form 8-K filed on February 28, 2005).
2.4 Purchase and Sale Agreement, dated February 22, 2005, by and
between The First National Bank of Ipswich and Atlantic Bank of
New York (incorporated by reference to Exhibit 2.4 to the
Company's Current Report on Form 8-K filed on February 28, 2005).