Suburban Bancorp Inc – ‘8-K’ for 4/15/94

As of:  Monday, 4/18/94   ·   For:  4/15/94   ·   Accession #:  891836-94-26   ·   File #:  0-11138

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Suburban Bancorp Form 8-K                              5     15K 
 2: EX-2.A      Merger Agreement                                      59    251K 
 3: EX-2.B      Voting Agreement                                      11     35K 
 4: EX-20       Press Release                                          1      6K 

8-K   —   Suburban Bancorp Form 8-K
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION                  
Washington, D.C.  20579                 

_________________________                 

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) - April 15, 1994                  

SUBURBAN BANCORP, INC.                  

(Exact name of registrant as specified in its charter)                  

Delaware            0-11138             36-3150316                      
(State of other       (Commission          (IRS Employer                        
jurisdiction of       File Number)       Identification No.)                    
incorporation)                                                                  

50 North Brockway, Palatine, Illinois           60067                           
(Address of principal executive offices)     (Zip Code)                         

Registrant's telephone number, including area code:                             
(708) 359-1077                                                                  

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Item 5.  Other Events                                                           

On April 15, 1994, the Registrant entered into a            

Merger Agreement by and among Bank of Montreal ("BMO"), Harris                  

Bankmont, Inc. ("HBI") and the Registrant (the "Merger                          

Agreement").  Pursuant to the Merger Agreement, the Registrant                  

will be merged (the "Merger") with and into HBI, a subsidiary                   

of BMO (the "Surviving Corporation").  In the Merger, each                      

share of the Registrant's Class A Common Stock and Class B                      

Common Stock, each $1.00 par value, issued and outstanding                      

immediately prior to the time when the Merger shall become                      

effective, other than any shares of Dissenting Company Stock                    

(as defined in the Merger Agreement), shall be converted into                   

the right to receive either (i) if the BMO Stock Price (as                      

defined in the Merger Agreement) is greater than or equal to                    

U.S. $18.1059 (the "Floor Price") and less than or equal to                     

U.S. $20.9646 (the "Ceiling Price"), 3.9352 Common Shares, no                   

par value, of BMO Common Stock; (ii) if the BMO Stock Price is                  

greater than the Ceiling Price, the number of shares of BMO                     

Common Stock equal to U.S. $82.50 divided by the BMO Stock                      

Price; or (iii) if the BMO Stock Price is less than the Floor                   

Price, the number of shares of BMO Common Stock equal to U.S.                   

$71.25 divided by the BMO Stock Price.  It is expected that                     

the Merger will qualify as a tax-free reorganization under                      

Section 368(a) of the Internal Revenue Code.  The consummation                  

of the Merger is subject to receipt of the approval of the                      

stockholders of the Registrant and all applicable regulatory                    

approvals.                                                                      

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Also on April 15, 1994, certain Stockholders of the         

Registrant entered into the Voting Agreement (the "Voting                       

Agreement"), among BMO and the Stockholders of the Registrant                   

parties thereto, pursuant to which such Stockholders, owning                    

shares representing more than a majority of the voting power                    

of the Registrant, agreed, among other things, to vote their                    

shares in favor of the Merger Agreement and against certain                     

other transactions.                                                             

The foregoing is qualified in its entirety by               

reference to the Merger Agreement, the Voting Agreement and                     

the Registrant's press release dated April 15, 1994, copies of                  

which are attached as exhibits hereto and which are hereby                      

incorporated by reference herein.  The Merger Agreement                         

contains provisions with respect to the definition of BMO                       

Stock Price, conditions to closing and termination provisions.                  

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

(2) (a)   Merger Agreement, dated as of April 15, 1994, by and                  
among Bank of Montreal, Harris Bankmont, Inc. and           
the Registrant                                              

(b)   Voting Agreement, dated as of April 15, 1994, by and              
among Bank of Montreal and the Stockholders of the          
Registrant parties thereto                                  

(20)(a)   Press release, dated April 15, 1994                                   

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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 thereunto                  

duly authorized.                                                                

  SUBURBAN BANCORP, INC.

Date: April 18, 1994          By: /s/ Gerald F. Fitzgerald Jr.                  
           Name:  Gerald F. Fitzgerald Jr.
Title: President    

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EXHIBIT INDEX                 

                                Sequentially
Exhibit         Description                      Numbered Page                

(2) (a)         Merger Agreement, dated as of                                 
April 15, 1994, by and among                  
Bank of Montreal, Harris                      
Bankmont, Inc. and the                        
Registrant                                    
(b)         Voting Agreement, dated as of                             
April 15, 1994, by and among                  
Bank of Montreal and the                      
Stockholders of the Registrant                
parties thereto                               

(20)(a)         Press Release, dated April 15,                                
1994                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/18/94		4
For Period End:		4/15/94		1		5			DEF 14A
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