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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 25, 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
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Item 2. Acquisition or Disposition of Assets.
On June 25, 1996, Moxham Bank Corporation, a
Pennsylvania corporation and bank holding company ("Moxham"), was
merged (the "Merger") with and into BT Financial Corporation, a
Pennsylvania corporation and bank holding company (the
"Company"), pursuant to an Agreement and Plan of Reorganization
dated January 12, 1996, as amended by the Letter Agreement dated
May 17, 1996 (the "Merger Agreement"), by and between the Company
and Moxham, which is incorporated herein by reference to Annex A
of Amendment No. 1 to the Company's Registration Statement on
Form S-4 (No. 333-02673) dated May 17, 1996 pursuant to Exchange
Act Rule 12b-23. Moxham had two banking subsidiaries, The Moxham
National Bank of Johnstown, a national banking association
("Moxham Bank"), and The First National Bank of Garrett, a
national banking association ("Garrett"), both of which,
subsequent to the Merger, were merged with and into Johnstown
Bank and Trust Company, a Pennsylvania bank and trust company and
wholly owned subsidiary of the Company ("Johnstown Bank").
Moxham also had a non-banking subsidiary, Moxham Community
Development Corporation, which Moxham formed in 1992 to conduct
community development activities.
Pursuant to the Merger Agreement, each holder ("Moxham
Common Shareholder") of Moxham common stock, par value $2.00 per
share ("Moxham Common Stock"), received the right to exchange
each share of Moxham Common Stock for 1.15 shares of Company
common stock, par value $5.00 per share ("Company Common Stock"),
and each holder ("Moxham Preferred Shareholder") of Moxham Series
A $8.00 cumulative convertible non-voting no-par-value preferred
stock ("Moxham Preferred Stock") received the right to exchange
each share of Moxham Preferred Stock for 6.325 shares of Company
Common Stock. The shares of Company Common Stock received in
exchange for Moxham Common Stock or Moxham Preferred Stock are
hereinafter referred to as the "Merger Consideration." The
Merger Consideration was determined by arms' length negotiations
between representatives of the Company and Moxham. In lieu of
fractional shares, each Moxham shareholder was entitled to
receive a pro-rated cash payment, based on the price of one share
of Company Common Stock as of June 25, 1996.
Pursuant to the Merger Agreement, four directors of
Moxham, designated by Moxham and acceptable to the Company,
became directors of the Company. Four directors of Moxham and
one director of Garrett, designated by Moxham and acceptable to
the Company, were named directors of Johnstown Bank. One
director of Moxham was named a director of BT Management Trust
Company, a Pennsylvania trust company and wholly owned subsidiary
of the Company.
Johnstown Bank acquired all of the branch offices of
Moxham Bank and Garrett. Certain branches of Moxham Bank,
Garrett, Johnstown Bank, and Laurel Bank (a Pennsylvania bank and
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wholly owned subsidiary of the Company) will be relocated into
certain Johnstown Bank branches or certain former Moxham Bank
branches. Johnstown Bank will operate all branches of Moxham
Bank and Garrett that are not relocated as Johnstown Bank
branches. The Company's subsidiary banks will continue to
operate all of their respective branches that are not relocated
as they had prior to the Merger. Johnstown Bank will relocate
the branch of Johnstown Bank located at 112 North Market Street,
Ligonier, Pennsylvania, and the former Moxham Bank branch located
at #1 Ligonier Valley Mini Mall, Ligonier, Pennsylvania, and
transfer the accounts of those branches to the former Moxham Bank
branch located at 402 West Main Street, Ligonier, Pennsylvania.
Johnstown Bank will relocate the former Moxham Bank branch
located at 1231 Scalp Avenue, Johnstown, Pennsylvania, and
transfer the accounts of that branch to the Johnstown Bank branch
located at 1458 Scalp Avenue, Johnstown, Pennsylvania. Johnstown
Bank will relocate the branch of Johnstown Bank located at
Jefferson Avenue Extension, Windber, Pennsylvania, and transfer
the accounts of that branch to the former Moxham Bank branch
located at 415 Park Place, Windber, Pennsylvania. Johnstown Bank
will relocate the former Garrett branch located at 262 East Main
Street, Somerset, Pennsylvania, and transfer the accounts of that
branch to the Johnstown Bank branch located at 121 South Center
Avenue, Somerset, Pennsylvania. Johnstown Bank will relocate the
former Moxham Bank branch located at 407 Main Street, Johnstown,
Pennsylvania, and transfer the accounts of that branch to either
the Johnstown Bank branch located at 532-534 Main Street,
Johnstown, Pennsylvania, or the Johnstown Bank branch located at
142 Walnut Street, Johnstown, Pennsylvania. Laurel Bank will
relocate the branch of Laurel Bank located at 1304 William Penn
Highway, Conemaugh, Pennsylvania, and transfer the accounts of
that branch, at the discretion of that branch's customers, to
either the former Moxham Bank branch located at 50 Main Street,
Conemaugh, Pennsylvania, or the Johnstown Bank branch located at
2690 William Penn Avenue, Suite 5, Conemaugh, Pennsylvania.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of Moxham are
incorporated herein by reference to Amendment No. 1 to
the Company's Registration Statement on Form S-4 (No.
333-02673) dated May 17, 1996.
(b) Pro Forma Financial Information.
The pro forma financial information is
incorporated herein by reference to Amendment No. 1 to
the Company's Registration Statement on Form S-4 (No.
333-02673) dated May 17, 1996.
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(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of
Reorganization dated January 12,
1996, incorporated herein by
reference to Annex A of Amendment
No. 1 to the Company's Registration
Statement on Form S-4 (No. 333-
02673) dated May 17, 1996
2.2 Letter Agreement dated May 17, 1996
amending the Agreement and Plan of
Reorganization, incorporated herein
by reference to Annex A of
Amendment No. 1 to the Company's
Registration Statement on Form S-4
(No. 333-02673) dated May 17, 1996
99.1 Press Release dated June 25, 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: July 10, 1996 By: /s/ John H. Anderson
------------------------
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
January 12, 1996
2.2 Letter Agreement *
dated May 17, 1996
amending the Agreement
and Plan of Reorganization
99.1 Press Release dated 7
June 25, 1996
* Incorporated herein by reference to Annex A
of Amendment No. 1 to the Company's
Registration Statement on Form S-4 (No. 333-
02673) dated May 17, 1996.
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Exhibit 99.1
NEW RELEASE
Contact: John H. Anderson, Chairman and Chief Executive Officer
For Release: Immediately
BT FINANCIAL CORPORATION AND
MOXHAM BANK CORPORATION FINALIZE MERGER
JOHNSTOWN, PA (JUNE 25, 1996) - BT Financial Corporation
(NASDAQ NNM: BTFC) has announced the completion of its inmarket
merger with Moxham Bank Corporation (NASDAQ: MOXB). Moxham's
two banks, Moxham National Bank, Johnstown, Pennsylvania, and
First National Bank of Garrett, Garrett, Pennsylvania, will be
merged into BTFC's largest affiliate, Johnstown Bank and Trust
Company.
According to the merger agreement, each Moxham common
shareholder will receive 1.15 shares of BTFC common stock. The
value of the transaction is approximately $41,016,000. At
March 31, 1996, Moxham Bank Corporation had approximately $240
million in assets. Combined with the assets acquired through its
acquisition of Armstrong County Trust, Kittanning, Pennsylvania,
finalized earlier this month, BTFC's assets now total $1.5
billion.
"We are pleased to again showcase our strong commitment to
community banking excellence," said John H. Anderson, Chairman
and Chief Executive Officer, BTFC. "This newest merger blends
the best of each organization's products, services, branch
networks and employees."
A primary element of concern to both institutions was to
keep job loss at a minimum. According to Anderson, a targeted
reduction of 92 of Moxham's full time employees was established
early on to satisfy the economics of the merger and enhance the
franchise value for both institutions, their shareholders and the
community. As a result of 19 voluntary retirements/resignations
and 32 job vacancies left unfilled at BTFC in anticipation of the
outplaced Moxham employees, the number of laid off workers has
been reduced to 41. The laid off employees will receive
severance packages, based on length of employment, and job
placement assistance by Bizet and Company, a Pittsburgh-based
outplacement counseling firm engaged by BTFC. In addition, these
former employees will be given opportunities to bid on jobs as
they become available within the company.
"Because of the partial overlap of our markets, it is
necessary to consolidate certain organizational aspects of our
business as well as selected branches," Anderson said.
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Bank and Trust will acquire ten Moxham and FNB offices
located in Cambria, Somerset and Westmoreland counties. Over the
next three months, however, due to the duplication of offices in
certain areas, seven offices within both branch networks will be
closed.
Anderson announced that J. William Smith, Moxham's president
and chief executive officer, was named a vice chairman of BTFC.
"Bill Smith brings many years of dedicated senior management and
customer relations experience to our management group. We
welcome him and all the Moxham employees who are joining our team
today."
In closing, Anderson stressed that there is a new economic
environment that is going to require forward thinking and
inventive business solutions. He described advances in computer
software and network systems that have enabled BTFC affiliates to
profile their customers and anticipate their needs for products
and services. Tailored products such as 24-hour banking and on-
line computer banking for business customers are initiatives that
translate into increased customer satisfaction and increased
delivery systems efficiency. Demographic software has also
helped identify niche market opportunities and a branch
assessment program has further enhanced quality service.
"We are at an advantage in being logistically close to the
customer," Anderson said. "I believe Moxham Bank Corporation
customers will discover many advantages in becoming part of our
customer-driven, results-oriented organization."
This news release may contain forward looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
Actual future results and trends could differ materially from
those set forth in such statements due to various factors. Such
factors include the possibility that increased demand or prices
for the Company's financial services and products may not occur,
changing economic and competitive conditions, technological
developments, and other risks and uncertainties, including those
detailed in the Company's filings with the Securities and
Exchange Commission.
BT Financial Corporation is a bank holding company with
headquarters at BT Financial Plaza, 551 Main Street, Johnstown,
and assets totaling $1.5 billion. The Corporation's banking
affiliates include Johnstown Bank and Trust Company, Johnstown;
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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