BT FINANCIAL CORP
8-K, 1998-03-31
STATE COMMERCIAL BANKS
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<PAGE>
 
                      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):  March 25, 1998



                           BT Financial Corporation
                           ------------------------
            (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)


                                  Page 1 of 3
<PAGE>
 
Item 5.  Other Events.
 
     BT Financial Corporation's press release dated March 25, 1998 regarding BT
Financial Corporation's 2-for-1 stock split filed herewith as Exhibit 99 is
incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits.
     -------- 

     Exhibit 99.   BT Financial Corporation press release dated March 25, 1998.



                                  Page 2 of 3
<PAGE>
 
                                   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:  March 26, 1998                 By:  /s/  John H. Anderson
                                          --------------------------------------
                                          John H. Anderson
                                          Chairman and Chief Executive Officer
                                             (Principal Executive Officer)

                                           /s/  Steven C. Ackmann
                                          --------------------------------------
                                          Steven C. Ackmann
                                          President and Chief Operating Officer

                                           /s/  Mark L. Sollenberger
                                          --------------------------------------
                                          Mark L. Sollenberger
                                          Executive Vice President and Treasurer
 


                                  Page 3 of 3

<PAGE>
                                                                     EXHIBIT 99

 
                                     LOGO
                                      BT
                             Financial Corporation

NEWS RELEASE

Contact:         John H. Anderson, Chairman and Chief Executive Officer
For Release:     Immediately


                  BT FINANCIAL CORPORATION ANNOUNCES 2-FOR-1
                                  STOCK SPLIT

Johnstown, PA, March 25, 1998 - The board of directors of BT Financial 
Corporation (NASDAQ NNM:BTFC) today announced a 2-for-1 stock split in the form 
of a common stock dividend. This distribution will be made May 1, 1998 to 
shareholders of record April 8, 1998.

John H. Anderson, BTFC's Chairman and Chief Executive Officer, said the dividend
demonstrates a commitment to consistent increases in shareholder value. "this 
2-for-1 split is indicative of our confidence in the continuation of the 
Corporation's position as a superior community banking franchise.

Trading of BTFC common stock on a post-split basis will commence on May 4, 1998.
If shareholders are contemplating a sale from the record date to the payable 
date, they should consult their broker as to their entitlement to the split 
shares. There will be 12,500,872 outstanding shares after the split, based on 
the number of shares outstanding as of February 28, 1998. Giving effect to the 
stock split, earnings for the year ended December 31, 1997 would have been $1.37
per share.

BT Financial Corporation is a bank holding company with headquarters at BT 
Financial Plaza, 551 Main Street, Johnstown, Pennsylvania, and assets totaling 
$1.57 billion. The Corporation's banking affiliate is Laurel Bank headquartered 
in Johnstown, Pennsylvania. Laurel Bank serves 12 counties in southwestern 
Pennsylvania. BT Financial Corporation's other affiliates are Laurel Trust 
Company, a state chartered trust company, Bedford Associates, Inc. a real estate
company, and Laurel Community Development Corporation.

This news release may contain forward looking statements as defined in the 
Private Securities Litigation Reform Act of 1995. Actual 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.

                               www.Citipage.com

================================================================================
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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