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): November 30, 1998
-----------------
BT Financial Corporation
------------------------
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-12377 25-1441348
------------ ------- ----------
(State or other juristiction of (Commission (I.R.S.Employer
incorporation or organization File Number) Identification No.)
551 Main Street, Johnstown, Pennsylvania 15901
-----------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(814) 532-3801
--------------
(Registrant's Telephone Number, including Area Code)
Item 5 Other Events
------------
On October 23, 1998, BT Financial Corporation ("BT") completed a
merger with the Peoples National Bank of Rural Valley
("Peoples"), Rural Valley, Pennsylvania whereby Peoples merged
into Laurel Bank (BT's banking subsidiary). In connection with
the merger, each share of Peoples common stock was converted into
12.11 shares of BT Common Stock, resulting in the issuance of
484,400 shares of BT Common Stock. The merger was accounted for
as a pooling of interests.
The combined condensed results of operations of BT are presented
as follows for the one month and eleven month periods ended
November 30, 1998:
(Dollars in thousands, One Month Ended Eleven Months Ended
except share data) November 30, 1998 November 30, 1998
-------------------------------------------
Net Interest Income (before
provision for loan losses) $ 5,672 $ 63,515
Total Other Income 1,059 12,367
Total Other Expenses 4,240 46,624 (1)
Net Income 1,524 16,576
Earnings Per Share - Basic and
Diluted $ .12 $ 1.28
Weighted average shares
outstanding - Basic and Diluted 12,985,272 12,985,272
(1) Includes nonrecurring merger costs of approximately
$302,000 related to the Peoples acquisition and approximately
$685,000 in charges incurred in the first quarter of 1998 related
to severance costs and various legal settlements and litigation
costs.
In the opinion of the management of BT, the unaudited results for
the one month and eleven month periods ended November 30, 1998
include all normal, recurring adjustments necessary to present
fairly the results of operations for the one month and eleven
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: December 10, 1998 By:/s/ John H. Anderson
----------------- ------------------------
John H. Anderson,
Chairman and Chief
Executive Officer
