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Rule 424(b)(3)
Registration No. 333-12645
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
LANDMARK BANK
SUPPLEMENT TO JOINT PROXY STATEMENT-PROSPECTUS, DATED NOVEMBER 7, 1996
ERRATA SHEET
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Certain errors appear in the section "Adjustment of Merger Consideration"
on page 35 of the Joint Proxy Statement-Prospectus, dated November 7, 1996, for
use in connection with the Special Meetings of Shareholders of New Hampshire
Thrift Bancshares, Inc. ("NHTB") and Landmark Bank, each to be held on December
19, 1996, and the offering of up to 364,210 shares of NHTB Common Stock. Such
section, as corrected, is set forth below. Capitalized terms not defined herein
have the meanings set forth in the Joint Proxy Statement-Prospectus.
ADJUSTMENT OF MERGER CONSIDERATION
(a) If the NHTB Trading Price is equal to or greater than $8.25 per share
and no greater than $11.75 per share, in the event that Landmark's
Tier 1 capital ratio (determined in accordance with GAAP, including
any adjustments required under SFAS No. 115), for the month
immediately prior to the Effective Date is between 6.00% and 5.90%,
the Exchange Ratio shall be adjusted to 1.208 and the Cash Election
Price shall be adjusted to $11.875 per share.
(b) If the NHTB Trading Price is equal to or greater than $8.25 per share
and no greater than $11.75 per share, in the event that Landmark's
Tier 1 capital ratio (determined in accordance with GAAP, including
any adjustments required under SFAS No. 115), for the month
immediately prior to the Effective Date is between 5.89% and 5.80%,
the Exchange Ratio shall be adjusted to 1.195 and the Cash Election
Price shall be adjusted to $11.75 per share.
(c) If the NHTB Trading Price exceeds $11.75 per share, the Exchange Ratio
shall be equal to 14.00 / NHTB Trading Price; however, if Landmark's
Tier 1 capital ratio is between 6.00% and 5.90% or between 5.89% and
5.80% pursuant to paragraphs (a) and (b), respectively, the Exchange
Ratio shall be equal to 13.875 / NHTB Trading Price or 13.75 / NHTB
Trading Price, respectively, and the Cash Election Price shall be
$11.875 per share or $11.75 per share, respectively.
(d) If the NHTB Trading Price is less than $8.25 per share, the Exchange
Ratio shall be equal to 10.00 / NHTB Trading Price; however, if
Landmark's Tier 1 capital ratio is between 6.00% and 5.90% or between
5.89% and 5.80% pursuant to paragraphs (a) and (b), respectively, the
Exchange Ratio shall be equal to 9.875 / NHTB Trading Price or 9.75 /
NHTB Trading Price, respectively, and the Cash Election Price shall be
$11.875 per share or $11.75 per share, respectively.
