UNITED STATES
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
Date of Report (Date of earliest event reported):
December 16, 2004
Berkshire Hills Bancorp, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 1-15781 04-3510455
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
24 North Street, Pittsfield, Massachusetts 01201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 443-5601
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
[x] 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)
[ ] 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 December 16, 2004, Berkshire Hills Bancorp, Inc., a Delaware corporation
("Berkshire"), and Woronoco Bancorp, Inc., a Delaware corporation ("Woronoco"),
entered into a definitive merger agreement (the "Agreement"), pursuant to which
Woronoco will merge with and into Berkshire, with Berkshire being the surviving
entity (the "Merger"). Under the terms of the Agreement, the stockholders of
Woronoco will have the right to elect to receive either $36.00 in cash or one
share of Berkshire common stock in exchange for each share of Woronoco held by
them, subject to proration procedures such that 75 percent of the outstanding
Woronoco common shares are converted into Berkshire common stock and the balance
are converted into the cash consideration.
The completion of the Merger is subject to approval by the stockholders of both
companies and customary regulatory approvals. The Merger is expected to close in
the second quarter of 2005.
The above description of the Agreement does not purport to be a complete
statement of the parties' rights and obligations under the Agreement and the
transactions contemplated thereby. The above description is qualified in its
entirety by reference to the Agreement, a copy which is attached to this Current
Report on Form 8-K as Exhibit 99.1, which is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of December 16, 2004,
by and between Berkshire Hills Bancorp, Inc. and Woronoco
Bancorp, Inc.
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.
BERKSHIRE HILLS BANCORP, INC.
Date: December 17, 2004 By: /s/ Michael P. Daly
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Name: Michael P. Daly
Title: President and Chief
Executive Officer