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DELAWARE |
6712 |
52-2407114 |
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(State
or other jurisdiction of |
(Primary
Standard Industrial |
(I.R.S.
employer |
|
incorporation
or organization) |
Classification
Code Number) |
identification
number) |
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¨ |
Written
communications 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) |
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¨ |
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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TABLE
OF CONTENTS | |
|
Item
8.01 |
Other
Events |
|
Item
9.01 |
Financial
Statements and Exhibits |
|
SIGNATURES | |
|
EXHIBIT
INDEX | |
|
EX-99.1: |
PRESS
RELEASE |
|
Item
8.01 |
Other
Events. |
|
On
March 9, 2005, NewAlliance Bancshares, Inc. ("NAL") announced that it had
entered into an Acquisition Agreement and Plan of Merger dated March 8,
2005 (the "Agreement") by and among NAL, NewAlliance Bank, its
wholly-owned subsidiary and a Connecticut-chartered bank (the "Bank"), and
Trust Company of Connecticut, a nondepository trust company organized
under the laws of the State of Connecticut ("Trust Company"). Subject to
the terms of the Agreement, Trust Company will merge with and into the
Bank (the "Merger") with the Bank being the surviving entity and Trust
Company becoming a division of the Bank. It is expected that the Merger
will be consummated early in the third quarter of 2005.
In
connection with the Merger, each issued and outstanding share of common
stock of Trust Company and each option to purchase Trust Company common
stock shall be converted into the right to receive (i) all NAL common
stock, (ii) all cash, or (iii) a combination thereof (collectively, the
"Merger Consideration"), plus cash in lieu of any fractional share
interests. The Merger Consideration payable on the effective date is
valued at approximately $15.44 million. The amount of NAL shares and/or
cash to be received by the shareholders of Trust Company will be
determined five days prior to the effective date of the Merger. The type
of Merger Consideration each Trust Company shareholder elects to receive
in the Merger may be adjusted, if necessary, so that the aggregate number
of shares of Trust Company common stock exchanged for NAL common stock
will equal between 51% and 75% of the total number of shares of Trust
Company common stock issued and outstanding immediately prior to the
Merger.
An
adjustment to the Merger Consideration, in the form of additional NAL
stock and/or cash, which could increase the aggregate Merger Consideration
to a total value of approximately $19.3 million, may be required to be
paid to Trust Company shareholders following December 31, 2005. The amount
of the adjustment, if any, will be based on a comparison of (A) the
revenue generated by Trust Company accounts for the year ended December
31, 2004 ("Base Accounts") and (B) the sum of the (i) 2005 revenues from
the Base Accounts and (ii) 40% of the 2005 revenues from accounts
originated by Trust Company between January 1, 2005 and the closing date
of the Merger and accounts originated by the Bank's combined trust
division between the closing date of the Merger and December 31, 2005.
Consummation
of the Merger is subject to a number of customary conditions, including,
but not limited to (i) the approval of the Agreement by the shareholders
of Trust Company, and (ii) the receipt of the requisite regulatory
approvals of the Merger by the applicable regulatory
agencies.
For
additional information, reference is made to the press release dated March
9, 2005, which is included as Exhibit 99.1 and is incorporated herein by
reference. | |
|
Item
9.01 |
Financial
Statements and Exhibits |
|
(a) |
Not
applicable. |
|
(b) |
Not
applicable. |
|
(c) |
Exhibits. |
|
Exhibit
No. |
Description |
|
99.1 |
Press
Release dated March 9, 2005. |
|
NEWALLIANCE
BANCSHARES, INC. | |
|
By:
/s/ Merrill B. Blanksteen | |
|
Merrill
B. Blanksteen | |
|
Executive
Vice President and
Chief
Financial Officer | |
|
Date:
March 9, 2005 |
|
Exhibit
Number |
Description |
|
99.1:
|
The
Company issued a press release dated March 9,
2005. |