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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): June 13, 1996
BT Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12377 25-1441348
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
551 Main Street, Johnstown, Pennsylvania 15901
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 814-532-3801
Page 1 of 6 pages.
Exhibit Index on page 5.
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Item 2. Acquisition or Disposition of Assets.
On June 13, 1996, The Armstrong County Trust Company, a
Pennsylvania bank and trust company ("Armstrong"), was merged
(the "Merger") with and into Johnstown Bank and Trust Company, a
Pennsylvania bank and trust company ("Johnstown Bank") and
wholly-owned subsidiary of BT Financial Corporation, a
Pennsylvania corporation (the "Company"), pursuant to an
Agreement and Plan of Reorganization dated October 24, 1995, as
amended by the First Amendment to Agreement and Plan of
Reorganization dated March 27, 1996 (the "Merger Agreement") by
and among the Company, Johnstown Bank and Armstrong.
Pursuant to the Merger Agreement, each holder of
Armstrong common stock ("Armstrong shareholder") received the
right to exchange each share of Armstrong common stock for
26.5 shares of Company common stock and $533.21 in cash (the
"Merger Consideration"). The Merger Consideration was determined
by arms' length negotiations between representatives of the
Company and Armstrong. In lieu of fractional shares, each
Armstrong shareholder was entitled to receive a pro-rated cash
payment, based on the price of one share of Company common stock
as of June 13, 1996.
The cash portion of the Merger Consideration was
obtained through a loan from Mellon Bank, N.A. ("Mellon").
Mellon provided a 30-day line of credit in the aggregate
principal amount of $5,000,000, pursuant to a Line of Credit
Agreement dated April 21, 1996 (the "Credit Agreement"). The
Credit Agreement required repayment in full within 30 days of the
closing of the Merger and permitted prepayment in whole or in
part at any time. The Company drew only $4,300,000 under the
Credit Agreement and paid Mellon in full on June 21, 1996, using
proceeds from the sale of certain investment securities of
Armstrong.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of Armstrong are
incorporated herein by reference to the Company's
Registration Statement on Form S-4 (No. 333-02673).
(b) Pro Forma Financial Information.
The pro forma financial information is
incorporated herein by reference to the Company's
Registration Statement on Form S-4 (No. 333-02673).
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(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of
Reorganization dated October 24,
1995, incorporated by reference to
the Company's Current Report on
Form 8-K dated as of October 24,
1995
2.2 First Amendment to Agreement and
Plan of Reorganization dated
March 27, 1996, incorporated by
reference to the Company's
Amendment Number 3 to the
Registration Statement on Form S-4
dated as of May 13, 1996
99.1 Press Release dated June 13, 1996
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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 hereunto duly authorized.
BT Financial Corporation
Date: June 28, 1996 By: /s/ John H. Anderson
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John H. Anderson
Chairman and Chief Executive
Officer
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
----------- ----------- ----------
2.1 Agreement and Plan of *
Reorganization dated
October 24, 1995
2.2 First Amendment to **
Agreement and Plan of
Reorganization dated
March 27, 1996
99.1 Press Release dated 6
June 13, 1996
* Incorporated by reference to the Company's
Current Report on Form 8-K dated as of
October 24, 1995.
** Incorporated by reference to the Company's
Amendment Number 3 to the Registration
Statement on Form S-4 dated as of May 13,
1996.
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Exhibit 99.1
BT FINANCIAL CORPORATION FINALIZES MERGER
JOHNSTOWN, PA (JUNE 13, 1996) -- BT Financial Corporation
(NASDAQ NNM: BTFC) has announced that Johnstown Bank and Trust
Company (Bank and Trust), its largest banking affiliate, has
completed a merger agreement with The Armstrong County Trust
Company (ACT) of Kittanning, Pennsylvania effective June 13,
1996.
According to the merger agreement, each Armstrong County
Trust shareholder will receive 26.50 shares of BTFC common stock
ad $533.21 in cash.
Chartered in 1902, Armstrong County Trust operated one
office at 227 Market Street, Kittanning, Pennsylvania.
"BT Financial Corporation plans to continue Armstrong County
Trust's tradition of taking an active role in the economic and
social well-being of the community," said John H. Anderson,
Chairman and Chief Executive Officer of BTFC.
At the close of the transaction, ACT had approximately $48.5
million in assets taking BTFC's assets from $1.2 billion to
approximately $1.26 billion.
Johnstown Bank and Trust Company is an affiliate of BT
Financial Corporation, a bank holding company with headquarters
at BT Financial Plaza, 551 Main Street, Johnstown, and assets
totaling $1.26 billion. The Corporation's other banking
affiliates include Fayette Bank, Uniontown, and Laurel Bank,
Ebensburg. They serve 12 counties in southwestern Pennsylvania.
BT Financial Corporation's other affiliates are BT Management
Trust Company, a state-chartered trust company, and Bedford
Associates, Inc., a real estate company.
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