SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 31, 1996
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BT Financial Corporation
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-12377 25-1441348
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(State or other juristiction of (Commission (I.R.S. Employer
incorporation or organization File Number) Identification No.)
551 Main Street, Johnstown, Pennsylvania 15901
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(Address of Principal Executive Offices)
(Zip Code)
(814) 532-3801
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(Registrant's Telephone Number, including Area Code)
Item 5 Other Events
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On June 25, 1996, BT Financial Corporation ("BT") completed a
merger with Moxham Bank Corporation ("Moxham") whereby Moxham was
merged directly into BT. Approximately 1.1 million shares of BT
common stock were exchanged for all of the outstanding preferred
and common stock of Moxham. The transaction was accounted for as
a pooling of interests.
One of the required criteria for pooling of interests accounting is
that the parties to the business combination must share mutually in
the combined risks and rights of the transaction. In order to
satisfy this risk sharing criteria of pooling of interests
accounting, Securities and Exchange Commission Accounting Series
Release 135 provides that the risk sharing will have occurred if no
affiliate of either party to the merger transaction sells or
otherwise disposes of any common stock received in the transaction
until such time as financial results covering at least 30 days of
post-merger combined operations have been published.
In order to satisfy the risk sharing criteria, and thereby allow
affiliates of either party to the transaction to sell or otherwise
dispose of BT common stock acquired in the merger (in compliance
with Securities and Exchange Commission Rules 145 and 144 regarding
resales of common stock acquired in a business combination) the
combined condensed results of operations of BT are presented as
follows for the one month and seven month periods ended July 31,
1996:
(Dollars in One Month Ended Seven Months Ended
thousands, July 31, 1996 July 31, 1996
except share data) -------------------------------------------------
Net Interest Income $ 5,427 $ 36,589
Total Other Income 857 6,314
Total Other Expenses 4,076 29,735 (1)
Net Income 1,367 8,110
Earnings Per Share
Primary:
Net income per share $ .26 $ 1.63
Weighted average shares
outstanding 5,165,650 4,927,841
Fully Diluted:
Net Income per share $ .26 $ 1.62
Weighted average shares
outstanding 5,165,650 5,001,424
(1) Includes nonrecurring reorganization costs of
approximately $1.3 million related to the Moxham merger.
In the opinion of the management of BT, the unaudited results for
the one month and seven month periods ended July 31, 1996 include
all normal, recurring adjustments necessary to present fairly the
results of operations for the one month and seven month periods.
The results are not necessarily indicative of the results for the
entire year.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: August 13, 1996 By:/s/ John H. Anderson
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John H. Anderson,
Chairman and Chief
Executive Officer
