8-K 1 a4555550.txt ABINGTON SAVINGS 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 22, 2004 (Date of earliest event reported) Abington Bancorp, Inc. ________________________________________________________________________________ (Exact name of registrant as specified in its charter) Massachusetts 0-16018 04-3334127 ________________________________________________________________________________ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 97 Libbey Parkway, Weymouth, Massachusetts 02189 ________________________________________________________________________________ (Address of principal executive offices) (Zip Code) (781) 682-6400 ________________________________________________________________________________ (Registrant's telephone number, including area code) Not applicable ________________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- Exhibit 99.1 Press Release dated January 22, 2004. Item 12. Results of Operations and Financial Condition. ---------------------------------------------- On January 22, 2004, Abington Bancorp, Inc. (the "Company") issued a press release announcing the Company's results of operations for the quarter and full year ended December 31, 2003. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. 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 thereunto duly authorized. ABINGTON BANCORP, INC. Date: January 22, 2004 By: /s/ James K. Hunt ----------------------------------------- Name: James K. Hunt Title: Chief Financial Officer & Treasurer

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

October 20, 2003 (Date of earliest event reported)

Abington Bancorp, Inc. (Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation)		0-16018 (Commission File Number)		04-3334127 (IRS Employer Identification No.)
97 Libbey Parkway, Weymouth, Massachusetts 02189 (Address of principal executive offices) (Zip Code)

(781) 682-6400 (Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Item 5. Other Events

On October 20, 2003, Abington Bancorp, Inc. ("Abington"), Seacoast Financial Services Corporation ("Seacoast") and Coast Merger Sub Corporation, a wholly owned subsidiary of Seacoast ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Agreement") whereby Merger Sub will merge with and into Abington (the "Merger"). The Agreement provides, among other things, that as a result of the Merger each outstanding share of common stock of Abington (subject to certain exceptions) will be converted into the right to receive 1.4468 shares of Seacoast common stock, plus cash in lieu of any fractional interest, or $34.00 in cash, subject to election and allocation procedures set forth in the Agreement that are intended to ensure that 75% of the outstanding shares of Abington common stock will be converted into the right to receive Seacoast common stock and 25% of the outstanding shares of Abington common stock will be converted into the right to receive cash.

Abington will have the ability to terminate the Agreement if the price of Seacoast common stock declines by more than 20% and underperforms a peer group of companies by more than 10% over a designated measurement period unless Seacoast increases the exchange ratio for converting shares of Abington common stock to Seacoast common stock in accordance with a formula specified in the Agreement.

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 Abington and (ii) the receipt of requisite regulatory approvals of the Merger and the proposed merger of Abington's banking subsidiary, Abington Savings Bank, with and into Seacoast's banking subsidiary, Compass Bank for Savings, as soon as practicable following consummation of the Merger. Officers and directors of Abington holding approximately 518,340 shares of Abington common stock have agreed to vote their shares in favor of the transaction.

The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference in its entirety.

The press release issued by Seacoast and Abington with respect to the announcement of the above-described transaction is included hereto as Exhibit 99.3 and is hereby incorporated herein by reference in its entirety.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

		Exhibit 99.1		Agreement and Plan of Merger, dated as of October 20, 2003, by and among Seacoast Financial Services Corporation, Coast Merger Sub Corporation and Abington Bancorp, Inc.*
		Exhibit 99.2		Form of Voting Agreement (attached hereto as Annex A to Exhibit 99.1)*
		Exhibit 99.3		Press Release of Seacoast and Abington dated October 21, 2003*

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ABINGTON BANCORP, INC.
Date: October 27, 2003		By:	/s/ JAMES P. MCDONOUGH James P. McDonough President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Agreement and Plan of Merger, dated as of October 20, 2003, by and among Seacoast Financial Services Corporation, Coast Merger Sub Corporation and Abington Bancorp, Inc.*
Exhibit 99.2		Form of Voting Agreement (attached hereto as Annex A to Exhibit 99.1)*
Exhibit 99.3		Press Release of Seacoast and Abington dated October 21, 2003*

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