Item 1 Business.......................................................... 2
Item 2
Item 2 Properties........................................................ 9
Item 3
Item 3 Legal Proceedings................................................ 10
Item 4
Item 4 Submission of Matters to a Vote of Security Holders............. 10
Part II
Item 5
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters.............................................. 10
Item 6
Item 6 Selected Financial Data............................................11
Item 7
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations..............................................12
Item 8
Item 8 Financial Statements and Supplementary Data......................(See Item 14 below)
Item 9
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...............................................Non- Applicable
Part III
The information called for by Part III (Items 10 through 13) is incorporated herein by reference from Andover's Definitive Notice of Annual Meeting and Proxy Statement for the 1997 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.
Part IV
Item 14
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements -
Independent Auditors' Report.................................34
Consolidated Balance Sheets as of December 31, 1996 and 1995.........................................................35
Consolidated Statements of Operations for each of the years ended December 31, 1996, 1995 and 1994.................36
Consolidated Statements of Changes in Stockholders' Equity for each of the years ended December 31, 1996, 1995 and 1994.........................................................37
Consolidated Statements of Cash Flows for each of the years ended December 31, 1996, 1995 and 1994..............38-39
Notes to Consolidated Financial Statements................40-63
(2) All financial statement schedules are omitted because they are not applicable, the data is not significant, or the required information is shown elsewhere in this report.
(b) Reports on Form 8-K. There were no reports filed on Form 8-K during the three months ended December 31, 1996.
(c) List of Exhibits
Exhibits to the Form 10-K have been included only with the copies of the Form 10-K filed with the SEC. Upon request to Shareholder Relations, Andover Bancorp, Inc., 61 Main Street, Andover, Massachusetts 01810, copies of the individual exhibits will be furnished upon payment of a reasonable fee.
Exhibit No. Description of Exhibits - ----------- -----------------------
3.1 Restated Certificate of Incorporation of Andover (incorporated herein by reference to Exhibit 3.1 to Post-Effective Amendment No. 1 to Andover's Registration Statement on Form S-4 No. 33-11891 filed on March 5, 1987).
3.2 By-laws of Andover, as amended and restated, January 23, 1997.
4.1 Specimen of Andover Bancorp, Inc. common stock certificate (incorporated herein by reference to Exhibit 4 to Andover's Registration Statement on Form S-4, Registration No. 33-11891, filed on February 11, 1987).
4.2 Shareholder Rights Agreement between Andover Bancorp, Inc. and The First National Bank of Boston (incorporated herein by reference to an Exhibit to Andover's Current Report on Form 8-K dated February 21, 1989).
4.3 Amendment to Shareholder Rights Agreement between Andover Bancorp, Inc. and The First National Bank of Boston (incorporated herein by reference to Exhibit 4.2 to Andover's Current Report on Form 8-K dated February 12, 1990).
10.1 Employment Agreement between Andover, Andover Bank and Gerald T. Mulligan, dated May 16, 1991 (incorporated herein by reference to Exhibit 10.1 to Andover's Form 10-K for the fiscal year ended December 31, 1991).
10.2 Special Termination Agreement between Andover, Andover Bank and Gerald T. Mulligan, dated May 16, 1991, as amended and restated through January 23, 1997.
10.3 Special Termination Agreement between Andover, Andover Bank and Joseph F. Casey, dated December 17, 1992, as amended and restated through January 23, 1997.
10.4 Special Termination Agreement between Andover, Andover Bank and Michael J. Ecker, dated December 17, 1992, as amended and restated through January 23, 1997.
10.5 Special Termination Agreement between Andover, Andover Bank and John R. Heerwagen, dated December 17, 1992, as amended and restated through January 23, 1997.
10.6 Special Termination Agreement between Andover, Andover Bank and Octavio C. Bolivar, dated January 24, 1994, as amended and restated, January 23, 1997.
10.7 Andover Savings Bank Employees' Stock Ownership Plan and Trust Agreement and Amendment No. 1 (incorporated herein by reference to Exhibit 10(c) to Andover's Annual Report on Form 10-K for the fiscal year ended December 31, 1987).
10.8 Andover Bancorp, Inc. Stock Option Plan dated May 8, 1986, as amended May 22, 1986, January 29, 1987, and November 2, 1987 (incorporated herein by reference to Exhibit 10(h) to Andover's Annual Report on Form 10-K for the fiscal year ended December 31, 1987).
10.9 Special Termination Agreement between Andover, Andover Bank and Raymond P. Smith, dated December 12, 1995, as amended and restated, January 23, 1997.
10.10 Andover Bancorp, Inc. 1995 Stock Incentive Plan, dated February 16, 1995 (incorporated herein by reference to Exhibit 10.11 to Andover's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.11 Deferred Compensation Plan for Directors of Andover Bancorp, Inc. and its Subsidiaries, effective July 1, 1993, as amended and restated, February 22, 1996 (incorporated herein be reference to Exhibit 10.12 to Andover's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.12 Andover Bancorp, Inc. Special Termination Plan, effective January 23, 1997.
11 The computation of per share earnings can be readily determined from the material contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
12 As the Company does not have any debt securities registered under Section 12 of the Securities Act of 1933, no ratio of earnings to fixed charges appears in this Annual Report on Form 10-K.
13 Andover Bancorp, Inc. 1996 Annual Report, which, except for those portions expressly incorporated herein by reference, is furnished only for the information of the Securities and Exchange Commission and is not deemed to be filed.
21 The Company has two subsidiaries, Andover Bank and Andover Bank NH. Andover Bank is a Massachusetts savings bank in stock form while Andover Bank NH is a New Hampshire guaranty savings bank in stock form. Both subsidiaries are included in the Consolidated Financial Statements filed in the Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
23.1 Consent of KPMG Peat Marwick LLP.
SIGNATURES ----------
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ANDOVER BANCORP, INC.
March 14, 1997 By:/s/Gerald T. Mulligan ----------------------------- Gerald T. Mulligan, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ----
/s/Gerald T. Mulligan President, Chief March 14, 1997 - ------------------------ Executive Officer and Gerald T. Mulligan Director (Principal Executive Officer)
/s/Joseph F. Casey Chief Financial Officer March 14, 1997 - ------------------------ and Treasurer (Principal Joseph F. Casey Financial and Accounting Officer)
/s/Thomas F. Caffrey Director March 14, 1997 - ------------------------ Thomas F. Caffrey
/s/Naomi A. Gardner Director March 14, 1997 - ------------------------ Naomi A. Gardner
/s/Cornelius J. McCarthy Director March 14, 1997 - ------------------------ Cornelius J. McCarthy
/s/Clifford E. Elias Director March 14, 1997 - ------------------------ Clifford E. Elias
/s/Fred P. Shaheen Director March 14, 1997 - ------------------------ Fred P. Shaheen
EXHIBITS TO FORM 10-K Andover Bancorp, Inc. ---------------------
EXHIBIT INDEX -------------
Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- --------
3.1 Restated Certificate of Incorporation of Andover (incorporated herein by reference to Exhibit 3.1 to Post- Effective Amendment No. 1 to Andover's Registration Statement on Form S-4, No. 33-11891 filed on March 5, 1987). --
3.2 By-laws of Andover, as amended and restated, January 23, 1997. 9
4.1 Specimen of Andover Bancorp, Inc. common stock certificate (incorporated herein by reference to Exhibit 4 to Andover's Registration Statement on Form S-4, Registration No. 33-11891, filed on February 11, 1987). --
4.2 Shareholder Rights Agreement between Andover Bancorp, Inc. and The First National Bank of Boston (incorporated herein by reference to an Exhibit to Andover's Current Report on Form 8-K dated February 21, 1989). --
4.3 Amendment to Shareholder Rights Agreement between Andover Bancorp, Inc. and The First National Bank of Boston (incorporated herein by reference to Exhibit 4.2 to Andover's Current Report on Form 8-K dated February 12, 1990). --
10.1 Employment Agreement between Andover, Andover Bank and Gerald T. Mulligan, dated May 16, 1991 (incorporated herein by reference to Exhibit 10.1 to Andover's Form 10-K for the fiscal year ended December 31, 1991). --
10.2 Special Termination Agreement between Andover, Andover Bank and Gerald T. Mulligan, dated May 16, 1991, as amended and restated through January 23, 1997. 26
10.3 Special Termination Agreement between Andover, Andover Bank and Joseph F. Casey, dated December 17, 1992, as amended and restated through January 23, 1997. 32
10.4 Special Termination Agreement between Andover, Andover Bank and Michael J. Ecker, dated December 17, 1992, as amended and restated through January 23, 1997. 38
10.5 Special Termination Agreement between Andover, Andover Bank and John R. Heerwagen, dated December 17, 1992, as amended and restated through January 23, 1997. 44
10.6 Special Termination Agreement between Andover, Andover Bank and Octavio C. Bolivar, dated January 24, 1994 as amended and restated, January 23, 1997. 50
10.7 Andover Savings Bank Employees' Stock Ownership Plan and Trust Agreement and Amendment No. 1 (incorporated herein by reference to Exhibit 10(c) to Andover's Annual Report on Form 10-K for the fiscal year ended December 31, 1987). --
10.8 Andover Bancorp, Inc. Stock Option Plan dated May 8, 1986, as amended May 22, 1986, January 29, 1987 and November 2, 1987 (incorporated herein by reference to Exhibit 10(h) to Andover's Annual Report on Form 10-K for the fiscal year ended December 31, 1987). --
10.9 Special Termination Agreement between Andover, Andover Bank and Raymond P. Smith, dated December 12, 1995, as amended and restated, January 23, 1997. 56
10.10 Andover Bancorp, Inc. 1995 Stock Incentive Plan, dated February 16, 1995 (incorporated herein by reference to Exhibit 10.11 to Andover's Annual Report on Form 10-K for the fiscalyear ended December 31, 1995). --
10.11 Deferred Compensation Plan for Directors of Andover Bancorp, Inc. and its Subsidiaries, effective July 1, 1993, as amended and restated, February 22, 1996 (incorporated herein by reference to Exhibit 10.12 to Andover's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). --
10.12 Andover Bancorp, Inc. Special Termination Plan, effective January 23, 1997. 62
11 The computation of per share earnings can be readily determined from the material contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 1996. --
12 As the Company does not have any debt securities registered under Section 12 of the Securities Act of 1933, no ratio of earnings to fixed charges appears in this Annual Report on Form 10-K. --
13 Andover Bancorp, Inc. 1996 Annual Report which, except for those portions expressly incorporated herein by reference, is furnished only for the information of the Securities and Exchange Commission and is not deemed to be filed. 66
21 The Company has two subsidiaries, Andover Bank and Andover Bank NH. Andover Bank is a Massachusetts savings bank in stock form while Andover Bank NH is a New Hampshire guaranty savings bank in stock form. Both subsidiaries are included in the Consolidated Financial Statements filed in the Annual Report on Form 10-K for the fiscal year ended December 31, 1996. --
23.1 Consent of KPMG Peat Marwick LLP. 142