SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 Amendment No.
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule14a-12
FALMOUTH BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined.):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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FOR IMMEDIATE RELEASE Contact: Santo P. Pasqualucci
President and CEO
(508) 548-3500
FALMOUTH BANCORP, INC. TO BE
ACQUIRED BY INDEPENDENT BANK CORP.
FALMOUTH, MA (January 9, 2004) - Falmouth Bancorp, Inc. (AMEX: FCB),
the holding company for Falmouth Bank, today announced that it has reached
a definitive agreement to be acquired by Independent Bank Corp. (NASDAQ:
INDB), the parent company of Rockland Trust, in a part cash, part stock
transaction valued at approximately $36.9 million, including approximately
$2.5 million in cash that will be paid to Falmouth Bancorp option holders
in exchange for the cancellation of those options. The $36.9 million
transaction value is derived by using Independent Bank Corp.'s closing
price per share on January 8, 2004 of $29.00 for the stock component of the
transaction.
"This acquisition is good news for Falmouth Bank customers," said
Santo P. Pasqualucci, President and CEO of Falmouth Bank. "Like Falmouth
Bank, Rockland Trust Company has always been committed to serving the local
community and offering personalized service and competitive products.
Falmouth customers will benefit from the strength that Rockland Trust
offers and can look forward to an even greater range of products and
services," he said.
The terms of the definitive agreement call for half of the
outstanding shares of Falmouth Bancorp, Inc. to be converted into 1.28
shares of Independent Bank Corp. and for the other half of the outstanding
Falmouth shares to be purchased for $38.00 in cash.
The transaction is intended to qualify as a tax-free reorganization
for federal income tax purposes and to provide a tax-free exchange of
shares.
The definitive agreement has been approved by the Boards of Directors
of both Independent Bank Corp. and Falmouth Bancorp, Inc. The transaction
is subject to all required regulatory approvals, approval by the
shareholders of Falmouth, and other standard conditions. The transaction is
expected to be completed by mid-year 2004.
Falmouth Bancorp, Inc. was advised by Trident Securities, a division
of McDonald Investments Inc., and its legal counsel was Thacher Proffitt &
Wood LLP. Independent Bank Corp. was advised by Legg Mason Wood Walker,
Inc., and its legal counsel was Choate, Hall & Stewart.
The proposed transaction will be submitted to Falmouth Bancorp,
Inc.'s stockholders for consideration. Falmouth will file with the SEC a
proxy statement and
other relevant documents concerning the proposed transaction, and
Independent Bank Corp. will file a registration statement and other
relevant documents. Investors and security holders are advised to read the
proxy statement and other documents related to the Falmouth Bancorp, Inc.
and Independent Bank Corp. merger when they become available and any
amendments to these documents when they become available because they will
contain important information. Investors and security holders may obtain
these documents free of charge, when available, and other documents filed
by Falmouth Bancorp, Inc. with the SEC at the SEC's Internet web site
(www.sec.gov) and these documents may be obtained for free from Falmouth
Bancorp by directing such request to Falmouth Bancorp, Inc., 20 Davis
Straits, Massachusetts 02540, telephone (508) 548-3500.
Falmouth Bancorp, Inc. and its directors and executive officers
intend to solicit proxies from Falmouth shareholders in favor of the
merger. Information about the directors and executive officers of Falmouth
Bancorp, Inc. and their ownership of Falmouth common stock is set forth in
the proxy statement, dated December 17, 2003, for Falmouth Bancorp, Inc.'s
annual meeting of stockholders, as filed with the SEC. Additional
information regarding their interests may be obtained by reading the proxy
statement relating to the merger when it becomes available.
Falmouth Bancorp, Inc. has $166.1 million in assets and is the
holding company for Falmouth Bank, which operates four branches on Cape
Cod. Founded in 1925, Falmouth Bank is committed to the local community by
providing attentive, personal service with competitive products. For more
information, visit our web site at www.falmouthbank.com.
This press release contains certain statements that are 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. Reliance should not be placed on forward-looking
statements because they involve unknown risks, uncertainties and other
factors which are, in some cases, beyond the control of Falmouth Bancorp,
Inc. Actual events, performance and results could differ materially from
the anticipated event, performance or results expressed or implied in such
forward-looking statements. The factors which may cause such differences
include, among other factors, the ability of the parties to consummate the
transactions contemplated by the Agreement, conditions imposed on the
consummation of such transactions by regulatory agencies, the competitive
environment and general economic conditions.