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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 23, 1998
BT Financial Corporation
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-12377 251441348
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
551 Main Street, Johnstown, Pennsylvania 15901
(Address of principal executive offices)
(814) 532-3801
(Registrant's telephone number, including area code)
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Item 5. Other Events
On October 23, 1998, The Peoples National Bank of Rural Valley, a
national banking association ("Rural Valley"), was merged (the "Merger") with
and into Laurel Bank, a Pennsylvania bank and trust company ("Laurel Bank") and
wholly-owned subsidiary of BT Financial Corporation, a Pennsylvania bank holding
company (the "Company"), pursuant to an Amended Agreement and Plan of
Reorganization dated August 26, 1998, (the "Merger Agreement") by and among the
Company, Laurel Bank, and Rural Valley, which is incorporated herein by
reference to Annex A of Amendment No. 1 to the Company's Registration Statement
on Form S-4 (No. 333-61683).
Pursuant to the Merger Agreement, each holder of Rural Valley common
stock ("Rural Valley shareholder"), par value $5.00 per share ("Rural Valley
Common Stock") received the right to exchange each share of Rural Valley Common
Stock for 12.11 shares of Company common stock (the "Merger Consideration").
The Merger Consideration was determined by arms' length negotiations between
representatives of the Company and Rural Valley. In lieu of fractional shares,
each Rural Valley shareholder was entitled to receive a pro-rated cash payment,
based on the price of one share of Company common stock as of October 23, 1998.
Laurel Bank will operate the single branch office of Rural Valley
located at 601 Main Street, Rural Valley, Pennsylvania 16249 as a Laurel Bank
branch office.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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2.1 Amended Agreement and Plan of Reorganization
dated August 26, 1998, incorporated by reference
to Annex A of the Company's Amendment No. 1 to
Registration Statement on Form S-4 (No. 333-
61683)
99.1 Press Release dated October 23, 1998
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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.
BT Financial Corporation
Date: October 29, 1998 By: /s/ John H. Anderson
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John H. Anderson
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: October 29, 1998 /s/ Steven C. Ackmann
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Steven C. Ackmann
President and Chief Operating Officer
Date: October 29, 1998 /s/ Mark L. Sollenberger
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Mark L. Sollenberger
Executive Vice President and Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Method of
Exhibit No. Description Filing
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<S> <C> <C>
2.1 Amended Agreement and Plan of Incorporated by reference to
Reorganization dated August 26, 1998 Annex A of the Company's
Amendment No. 1 to
Registration Statement on
Form S-4 (No. 333-61683)
99.1 Press Release dated October 23, 1998 Filed herewith
</TABLE>
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[Logo of BT Exhibit 99.1
Financial Corporation] BT Financial
Press Release
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NEWS RELEASE
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Contact:
For Release: John H. Anderson 814.532.3801
Immediately
BT Financial Corporation Completes Armstrong County
Acquisition
Johnstown, PA (October 23, 1998)--BT Financial Corporation (NASDAQ NNM:BTFC) has
completed an acquisition agreement with Peoples National Bank of Rural Valley
(PNB), Rural Valley, Pennsylvania effective at the close of business October 23,
1998. The Armstrong County bank will be merged into BTFC's bank affiliate,
Laurel Bank.
According to the acquisition agreement, each shareholder of PNB will receive
12.11 shares of BTFC common stock per each share of PNB common stock.
Chartered in 1933, Peoples National Bank operated one office at 601 Main Street,
in Rural Valley with asset size of $37 million. Laurel Bank will now have four
offices in Armstrong County. The other offices are located in Elderton,
Kittanning and North Washington.
"With four offices in Armstrong County, Laurel Bank can take an even stronger
role in the economic well-being of the community," said John H. Anderson,
Chairman and CEO of BTFC. "Peoples National Bank of Rural Valley has a strong
commitment to their community and Laurel Bank will strive for the same."
The Rural Valley Office is staffed with 14 employees. According to Anderson, no
furloughs are anticipated. Stella Samosky has been appointed Office Manager.
BT Financial Corporation is a bank holding company with headquarters at BT
Financial Plaza, 551 Main Street, Johnstown, Pennsylvania, and assets totaling
$1.7 billion. The Corporation's banking affiliate is Laurel Bank, Johnstown,
serving 12 counties throughout southwestern Pennsylvania. BT Financial
Corporation's other affiliates include Laurel Trust Company, a state-chartered
trust company, Bedford Associates, Inc., a real estate company, and Laurel
Development Corporation, providing housing for low to moderate income citizens.
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BT Financial Corporation BT Financial Plaza 551 Main Street Johnstown, PA
15901
(814) 532-3801 Fax: (814) 536-2278
Affiliates: Johnstown Bank and Trust Company Laurel Bank Fayette Bank BT
Management Trust Company Bedford Associates, Inc.
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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.
