PILGRIM BANCSHARES, INC. (OTCMKTS:PLRM) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
The information set forth in the section above entitled “Introductory Note” is incorporated herein by reference.
Upon consummation of the Merger and Second Step Merger, Hometown Financial will maintain Pilgrim Bank, the wholly owned Massachusetts-chartered co-operative bank subsidiary of Pilgrim Bancshares prior to the Merger, as a separate bank subsidiary of Hometown Financial, and Hometown Financial will not close any Pilgrim Bank branch offices in connection with the consummation of the Merger and Second Step Merger.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Pilgrim Bancshares will file a Form 15 with the SEC to request the deregistration of Pilgrim Bancshares’ common stock under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the suspension of Pilgrim Bancshares’ reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.
The information set forth in the section above entitled “Introductory Note” and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
| Item 3.03 | Material Modification to the Rights of Security Holders. |
The information set forth in the section above entitled “Introductory Note” and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the section above entitled “Introductory Note” and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective upon the consummation of the Merger, Pilgrim Bancshares’ directors and officers ceased serving in such capacities.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the Merger Agreement, as of the effective time of the Second Step Merger, Pilgrim Bancshares’ corporate existence will cease and the Articles of Incorporation and Bylaws of Pilgrim Bancshares will cease to be in effect by operation of law and the organizational documents of Hometown Financial (as successor to Pilgrim Bancshares by operation of law) will remain the Articles of Organization and Bylaws of Hometown Financial, consistent with the terms of the Merger Agreement.
As a result of the Merger, Pilgrim Bancshares stock will no longer be quoted on the OTC Pink Marketplace.
| Item 9.01 | Financial Statements and Exhibits |
(a)Financial Statements of Businesses Acquired. Not applicable
(b)Pro Forma Financial Information. Not Applicable
(c)Shell Company Transactions. Not Applicable
(d)Exhibits:
| * | Incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed on July 25, 2018. |
About PILGRIM BANCSHARES, INC. (OTCMKTS:PLRM)
Pilgrim Bancshares, Inc. is a bank holding company for Pilgrim Bank (the Bank). The Bank conducts its operations from its main office and an adjacent operations center in Cohasset, Massachusetts and over two additional full-service banking offices located in Cohasset and Marion, Massachusetts. The Bank is engaged principally in the business of attracting deposits from the general public and investing those deposits, together with funds generated from operations. The Bank is focused on one- to four-family owner occupied residential lending, including jumbo mortgages and owner occupied construction loans. It also offers non-owner occupied investment residential loans, commercial real estate loans, multi-family and construction loans, and commercial and industrial loans, and consumer loans. The Bank’s securities are classified as securities available-for-sale and securities held-to-maturity. Deposits are the Bank’s primary source of funds for use in lending and investment activities.
