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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): July 14, 1999
BT Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12377 25-1441348
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 July 14, 1999, First Philson Financial Corporation, a Delaware
corporation and bank holding company ("First Philson"), 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 February 23, 1999 (the "Merger Agreement"), by and between
the Company and First Philson, which is incorporated herein by reference to
Annex A of Amendment No. 1 to the Company's Registration Statement on Form S-4
(No. 333-76295) dated June 2, 1999 pursuant to Exchange Act Rule 12b-23. First
Philson had one banking subsidiary, First Philson Bank, N.A., a national banking
association ("First Philson Bank") which, subsequent to the Merger, was merged
with and into Laurel Bank, a Pennsylvania bank and trust company and wholly
owned subsidiary of the Company ("Laurel Bank"). First Philson also had a non-
banking subsidiary, Flex Financial Consumer Discount Company, which First
Philson formed in 1997 to provide consumer lending to customers within the
surrounding market area.
Pursuant to the Merger Agreement, each holder ("First Philson Common
Shareholder") of First Philson common stock, par value $2.50 per share ("First
Philson Common Stock"), received for each share of First Philson Common Stock
for 1.667 shares of Company common stock, par value $5.00 per share ("Company
Common Stock"). The shares of Company Common Stock received in exchange for
First Philson Common Stock is hereinafter referred to as the "Merger
Consideration." In lieu of fractional shares, each First Philson shareholder was
entitled to receive a pro-rated cash payment, based on the price of one share of
Company Common Stock as of July 14, 1999.
The Merger Consideration was determined by arms' length negotiations
between representatives of the Company and First Philson.
Pursuant to the Merger Agreement, First Philson shall designate two
First Philson directors, acceptable to the Company, to each of the Board of
Directors of the Company, Laurel Bank and Laurel Trust Company, a wholly-owned
subsidiary of the Company. Such directors have yet to be designated and may
differ from entity to entity.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of First Philson on pages 11 and 12 are
incorporated herein by reference to Amendment No. 1 to the Company's
Registration Statement on Form S-4 (No. 333-76295) dated June 2, 1999.
(b) Pro Forma Financial Information.
The pro forma financial information on pages F-1 through F-7 is
incorporated herein by reference to Amendment No. 1 to the Company's
Registration Statement on Form S-4 (No.333-76295) dated June 2, 1999.
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(c) Exhibits.
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<CAPTION>
Exhibit No. Description
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<C> <S>
2.1 Amendment No. 1 to the Company's
Registration Statement on Form S-4
(No. 333-76295) dated June 2, 1999.
99.1 Press Release dated July 14, 1999
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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 14, 1999 By: /s/ John H. Anderson
--------------------------------
John H. Anderson, Chairman
and Chief Executive Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Sequential
Page No.
<C> <S> <C>
2.1 Agreement and Plan of *
Reorganization dated February
23, 1999
99.1 Press Release dated July 14, 1999 5
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* Incorporated herein by reference to Annex A
of Amendment No. 1 to the Company's
Registration Statement on Form S-4 (No. 333-76295)
dated June 2, 1999.
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Exhibit 99.1
NEW RELEASE
Contact: John H. Anderson, Chairman and Chief Executive Officer
BT Financial Corporation
For Release: For Immediate Release
BT Financial Corporation Finalize Merger
With First Philson
Johnstown, Pa (July 14, 1999) - BT Financial Corporation (NASDAQ NNM: BTFC)
announced today the completion of an acquisition agreement with First Philson
Financial Corporation (AMEX:FPB) of Berlin, Pennsylvania. The community offices
of First Philson will be merged into BTFC's bank affiliate, Laurel Bank.
According to the agreement, each shareholder of First Philson Financial
Corporation will received 1.667 shares of BTFC common stock per each share of
First Philson Financial Corporation stock.
The acquisition of First Philson has increased the total assets size of BT
Financial Corporation to approximately $2 billion.
According to John H. Anderson, Chairman and CEO of BTFC, the union will be
beneficial to both Laurel Bank and First Philson. "We believe the customers of
First Philson will benefit from the added convenience of 16 community offices
and 10 ATM locations located within Somerset County as well as an expanded
product line and the services of an independent trust company," Anderson said.
"First Philson customers will be very compatible with BTFC's customers-driven
culture and First Philson employees will enjoy expanded opportunities in a
larger, growing organization."
"Extensive consolidation preparation concerning the merger has been
completed. The First Philson customers will receive information regarding
Laurel Bank's enhanced product line in the near future," Anderson said. "The
consolidation of redundant operational systems is expected to be completed prior
to the end of the third quarter."
BT Financial Corporation is a bank holding company with headquarters at BT
Financial Plaza, 551 Main Street, Johnstown, and assets totaling $2 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, Bedford Associates of Delaware,
Inc., an investment company, and Laurel Community Development Corporation,
providing housing for low to moderate income citizens.
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 of 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.
