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): October 11, 2007
SLADE'S FERRY BANCORP.
(Exact name of registrant as specified in its charter)
Massachusetts 000-23904 04-3061936
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Slade's Ferry Avenue, PO Box 390, Somerset, Massachusetts 02726
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 675-2121
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] 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 October 11, 2007, Slade's Ferry Bancorp. (the "Company") (NASDAQ:
SFBC), parent of Slade's Ferry Trust Company, entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Independent Bank Corp.
("Independent") (NASDAQ: INDB), parent of Rockland Trust Company. Under the
Merger Agreement, the Company will merge into Independent (the "Merger"). The
Merger Agreement also contemplates that Slade's Ferry Trust Company will merge
into Rockland Trust Company. The terms of the Merger Agreement call for 75% of
the Company's outstanding shares to be converted to 0.818 shares of Independent
for each share of the Company's common stock and for 25% of the Company's
outstanding shares to be purchased for $25.50 in cash for each share of the
Company's common stock. The transaction is intended to be a tax free
reorganization for federal income tax purposes, and it therefore is expected
that no gain or loss will be recognized by the holders of the Company's shares
with respect to the shares of Independent that they receive in exchange for
their shares of the Company's common stock.
Consummation of the Merger is subject to customary closing conditions,
including approval by the Company's stockholders, required regulatory approvals
and consents, absence of governmental restraints, effectiveness of a Form S-4
registration statement, accuracy of representations, and receipt of tax
opinions.
The Merger Agreement contains certain termination rights for both
Independent and the Company, and further provides that, upon termination of the
Agreement under specified circumstances, the Company must pay a termination fee
of $3.5 million.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement, a copy of which
is attached hereto as Exhibit 2.1.
A copy of the press release dated October 11, 2007, announcing the
transaction is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are included with this Current Report on Form 8-K:
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of October 11, 2007
by and among Independent Bank Corp., Rockland Trust
Company, Slade's Ferry Bancorp. and Slade's Ferry Trust
Company.
99.1 Press Release dated October 11, 2007.
SIGNATURES
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.
SLADE'S FERRY BANCORP.
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(Registrant)
By: /s/ Mary Lynn D. Lenz
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Name: Mary Lynn D. Lenz
Title: President and Chief Executive Officer
Date: October 12, 2007
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of October 11, 2007 by
and among Independent Bank Corp., Rockland Trust Company,
Slade's Ferry Bancorp. and Slade's Ferry Trust Company.
99.1 Press Release dated October 11, 2007.