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) May 2, 1997
S & T Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12508 25-1434426
(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number identification No.)
P. O. Box 190, 800 Philadelphia Street, Indiana PA 15701
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (412) 349-2900
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Item 2 - Acquisition or Disposition of Assets
On May 2, 1997, S&T Bancorp, Inc. completed the merger
of Peoples Bank of Unity into its principal subsidiary, S&T Bank.
Peoples Bank of Unity, had assets of $287 million, operated six offices
in the eastern suburbs of Pittsburgh, including Plum Borough, Penn
Hills, Monroeville, Oakmont and Holiday Park. All of these offices
now operate under the S&T Bank name.
Under the terms of the merger agreement, Peoples Bank shareholders
received 26.25 S&T common shares for each of the 115,660 outstanding
Peoples Bank common shares. This resulted in a tax-free exchange,
and the merger was accounted for as a pooling-of-interests. Based
upon the market price of S&T Bancorp common stock on May 2, 1997,
the transaction has a value of approximately $102 million.
The completion of the merger is discussed in a press release attached
hereto as Exhibit 99.1.
The Agreement and Plan of Merger dated November 25, 1996 among
the Registrant, S&T Bank and Peoples Bank was previously filed as
Exhibit 2 to the registrants current report on Form 8-K dated November 25,
1996.
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Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
Audited financial statements of Peoples Bank of Unity as of December
31, 1996 and for the years ended December 31, 1996, 1995 and 1994, and the
independent auditors' report thereon, were previously included on Pages F-1
through F-34 of the Registrant's definitive proxy statement for the 1997
annual meeting of the Registrant's shareholders.
(b) Pro Forma Disclosures
(1) Unaudited pro forma combined financial information as of December
31, 1996 and for the three years ended December 31, 1996, 1995 and 1994,
giving effect to the merger of Peoples Bank into S&T Bank, were previously
included on pages 31-33 of the Registrant's definitive proxy statement for
the 1997 annual meeting of the Registrant's shareholders.
(2) Unaudited pro forma combined financial information as of March
31, 1997 and for the three months ended March 31, 1997 and 1996, giving
effect to the merger of Peoples Bank into S&T Bank, are filed herewith as
Exhibit 99.2
Pro Forma Combined Financial Information
The following tables set forth selected unaudited pro forma financial data
reflecting the Merger.
The pro forma information has been prepared assuming that People's shareholders
will receive in the Merger 3,036,075 shares of S&T Common Stock for 115,660
shares of Peoples Common Stock outstanding, or an Exchange Ratio of 26.25
shares of S&T Common Stock for each share of Peoples Common Stock. The Merger
has been reflected as a pooling-of interests. The pro forma combined condensed
statements of income for the periods ended March 31, 1997 and 1996 were
prepared on the assumption that the Merger has been effected as of January 1,
1997 and 1996. The pro forma combined condensed statements of income for the
periods ended December 31, 1996, 1995 and 1994 are incorporated herein by
reference to the Registrant's definitive proxy statement for the 1997 annual
meeting of the Registrant's shareholders.
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Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(continued)
(c) Exhibits
(99.1) Press Release
(99.2) Pro Forma Financial Statements
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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 by the
undersigned thereunto duly authorized.
S & T Bancorp, Inc.
May 13, 1997
By: /s/ Robert E. Rout
Robert E. Rout
Chief Financial Officer
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TO BE RELEASED:
Monday, May 5, 1997
S&T Bancorp Finalizes Peoples Bank of Unity Merger
Indiana, Pennsylvania (Nasdaq NMS: STBA) - Officials
of S&T Bancorp, Inc. announced today that the merger
of Peoples bank of Unity into its principal
subsidiary, S&T Bank, has been finalized. Peoples
Bank of Unity, with assets of $288 million, operated
six offices in the eastern suburbs of Pittsburgh,
including Plum Borough, Penn Hills, Monroeville,
Oakmont and Holiday Park. All of these offices will
now operate under the S&T Bank name.
According to Robert D. Duggan, Chairman and chief
executive officer of S&T Bancorp, "We understand the
importance of providing personalized services to
customers and we are committed to providing former
Peoples Bank of Unity customers with exceptional
service and to making even more financial products and
services available to them."
Some of the new services available to former Peoples
Bank of Unity customers include trust and investment
management, discount brokerage as well as a full array
of commercial lending services including cash
management and commercial loans. S&T Bank also offers
a wide range of products and services designed to meet
the financial needs of individual consumers.
Mr. Duggan added, "This merger is consistent with our
strategic plan to expand S&T's presence further into
Allegheny County. Peoples Bank was a high performing
community bank with a reputation for exceptional
customer service."
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With the acquisition of Peoples Bank of Unity, S&T
Bancorp's assets increased to approximately $1.8
billion. Headquarted in Indiana, PA, S&T Bank, the
principal subsidiary of S&T Bancorp, Inc., operates 39
offices within Allegheny, Armstrong, Clearfield,
Indiana, Jefferson and Westmoreland counties. S&T
Bancorp stock trades on the Nasdaq National Market
System under the symbol STBA.
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<TABLE>
<CAPTION>
S&T Bancorp, Inc.
Pro Forma Combined Balance Sheet
(in thousands, except for per share data)
(unaudited)
March 31, 1997
Pro Forma
S&T Bancorp Peoples Combined
<S> <C> <C> <C>
Assets
Securities $378,808 $98,952 $477,760
Net loans 1,043,085 152,902 1,195,987
Other assets 90,193 35,582 125,775
Total Assets $1,512,086 $287,436 1,799,522
Liabilities
Total deposits $1,014,639 $234,106 1,248,745
Securities sold under repurchase agreements 144,236 144,236
Other liabilities 174,318 3,524 177,842
Total Liabilities 1,333,193 237,630 1,570,823
Shareholders' Equity
Common stock and Additional paid-in-capital 41,756 14,700 56,456
Retained earnings 128,321 33,870 162,191
Other equity 8,816 1,236 10,052
Total Shareholders' Equity 178,893 49,806 228,699
Total Liabilities and Shareholders' Equiy 1,512,086 287,436 1,799,522
Book Value per Share $16.12 $430.62 $16.18
Shares Outstanding 11,094 116 14,130
</TABLE>
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<TABLE>
<CAPTION>
S&T Bancorp, Inc.
Pro Forma Combined Income Statement
(in thousands, except for per share data)
(unaudited)
March 31, 1997
Pro Forma
S&T Bancorp Peoples Combined
<S> <C> <C> <C>
Interest income $29,018 $5,373 $34,391
Interest expense 13,363 1,674 15,037
Net interest income 15,655 3,699 19,354
Provision for loan losses 1,200 350 1,550
Net interest after provision for loan losses 14,455 3,349 17,804
Noninterest income 3,692 332 4,024
Noninterest expense 9,376 1,574 10,950
Income before income taxes 8,771 2,107 10,878
Applicable income taxes 2,523 614 3,137
Net Income $6,248 $1,493 $7,741
Per share data:
Net Income $0.56 $12.91 $0.55
Shares Outstanding 11,088 116 14,124
</TABLE>
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<TABLE>
<CAPTION>
S&T Bancorp, Inc.
Pro Forma Combined Income Statement
(in thousands, except for per share data)
(unaudited)
March 31, 1996
Pro Forma
S&T Bancorp Peoples Combined
<S> <C> <C> <C>
Interest income $27,093 $5,123 $32,216
Interest expense 12,614 1,776 14,390
Net interest income 14,479 3,347 17,826
Provision for loan losses 975 75 1,050
Net interest after provision for loan losses 13,504 3,272 16,776
Noninterest income 2,682 192 2,874
Noninterest expense 8,697 1,537 10,234
Income before income taxes 7,489 1,927 9,416
Applicable income taxes 1,913 566 2,479
Net Income $5,576 $1,361 $6,937
Per share data:
Net Income $0.50 $11.77 $0.49
Shares Outstanding 11,163 116 14,199
</TABLE>
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