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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) January 27, 2005
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BERKSHIRE HILLS BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-15781 04-3510455
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
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)
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:
[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))
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ITEM 7.01 REGULATION FD DISCLOSURE.
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On January 27, 2005, Michael P. Daly, President and Chief Executive
Officer of Berkshire Hills Bancorp, Inc. (the "Company"), the holding company
for Berkshire Bank, provided earnings guidance on a post-earnings conference
call. Specifically, Mr. Daly announced that the Company expects:
o its earnings from continuing operations for fiscal 2005 to be
between $2.25 and $2.28 per share on a diluted basis. Such earnings
from continuing operations exclude the loss associated with
EastPoint Technologies, LLC, an entity in which the Company
previously owned a majority interest, but sold in June 2004;
o its core earnings (which are earnings from continuing operations
less any gain on the sale of securities) to be between $2.10 and
$2.13 per share on a diluted basis for the 2005 fiscal year; and
o its earnings growth to be between 8-10% for fiscal 2005.
Such guidance does not factor in the impact of Statement of Financial Accounting
Standard No. 123(R) regarding future stock option expense.
Statements contained in this report contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on the beliefs and expectations of management, as
well as the assumptions made using information currently available to
management. Since these statements reflect the views of management concerning
future events, these statements involve risks, uncertainties and assumptions.
These risks and uncertainties include, among others: changes in market interest
rates and general and regional economic conditions; changes in government
regulations; changes in accounting principles; and the quality or composition of
the loan and investment portfolios and other factors that may be described in
the Company's quarterly reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30 and in its annual report on Form 10-K, each filed with
the Securities and Exchange Commission, which are available at the Securities
and Exchange Commission's internet website (www.sec.gov) and to which reference
is hereby made. Therefore, actual future results may differ significantly from
results discussed in these forward-looking statements.
Forward-looking statements also include, with limitation, those statements
relating to the anticipated effects of the Company's proposed merger with
Woronoco Bancorp. The following factors, among others, could cause the actual
results of the merger to differ materially from expectations: the ability of the
companies to obtain the required shareholder or regulatory approvals of the
merger; the imposition of any regulatory conditions or requirements on the
merger; the ability of the companies to consummate the merger; Berkshire's
ability to successfully integrate Woronoco Bancorp following the merger,
including integration of the data processing system and retention of key
personnel; a materially adverse change in the financial condition, operations,
or projected or actual earnings of either company; the ability to fully realize
the expected cost savings and revenue enhancements; the ability to realize the
expected cost savings and revenues on a timely basis; and any material change in
the local markets in which each company operates.
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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 hereunto duly authorized.
BERKSHIRE HILLS BANCORP, INC.
Dated: January 27, 2005 By: /s/ Wayne F. Patenaude
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Wayne F. Patenaude
Its Sr. Vice President, Treasurer
and Chief Financial Officer
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