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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 1997
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New Hampshire Thrift Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-17859 02-0430695
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
The Carriage House, New London, New Hampshire 03257
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 863-5772
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
As of 3:15 p.m. on January 22, 1997 (the "Effective Time"), New
Hampshire Thrift Bancshares, Inc., a Delaware corporation (the "Company"), and
its wholly-owned subsidiary, Lake Sunapee Bank, fsb, a federally chartered stock
savings bank (the "Bank"), completed the merger (the "Merger") of Landmark Bank,
a New Hampshire state-chartered guaranty savings bank ("Landmark"), pursuant to
the Agreement and Plan of Merger dated as of July 26, 1996, by and between the
Bank and Landmark, and joined in by the Company (the "Merger Agreement") and the
Agreement and Plan of Reorganization dated as of July 26, 1996, by and among
Landmark, the Bank and the Company (the "Reorganization Agreement," and,
together with the Merger Agreement, the "Agreements").
The Company acquired Landmark Bank by merger of Landmark Bank with and
into Lake Sunapee Bank. Pursuant to the Agreements, holders of Landmark's stock
may elect to receive $12.00 in cash per share, or to exchange their Landmark
stock for stock in the Company pursuant at a ratio of 1.1707 shares of common
stock of the company per share of Landmark stock, subject to the total
consideration to Landmark stockholders being comprised of 60% stock and 40% cash
(the "Merger Consideration").
Also pursuant to the Agreements, two former directors of Landmark, Jack
Nelson and Leonard Cashman will be appointed directors of the Company.
The merger was consummated after satisfaction of certain conditions,
including, but not limited to, (i) approval of the Agreements by the
shareholders of Landmark and the Company at special meetings held on December
19, 1996 and (ii) the receipt of all requisite regulatory approvals.
The source of funds used by the Company to pay the cash portion of the
Merger Consideration (approximately $2,275,000) included funds of the Company
and an upstream dividend from the Bank.
Item 7. Financial Statement and Exhibits.
(a) As of the date of this filing, it is impracticable to provide financial
statements required pursuant to Rule 3-05(b) of Regulation S-X. The required
financial statements will be filed as soon as possible and in no event later
than April 7, 1997.
(b) As of the date of this filing, it is impracticable to provide pro forma
financial information required pursuant to Article 11 of Regulation S-X. The
required pro forma financial information will be filed as soon as possible and
in no event later than April 7, 1997.
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(c) The following exhibits are filed with this Report:
Exhibit No. Description
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9.1 Press Release dated January 22, 1997
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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 on its behalf by the
undersigned hereunto duly authorized.
New Hampshire Thrift Bancshares, Inc.
By: /s/ Stephen R. Theroux
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Stephen R. Theroux
Executive Vice President and
Chief Financial Officer
Dated: February 6, 1997
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EXHIBIT INDEX
Exhibit No. Description
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9.1 Press Release dated
January 22, 1997.
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Exhibit 9.1 Press Release dated January 22, 1997
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NEWS RELEASE
Contact: Linda L. Oldham
Senior Vice President
(603) 526-2116
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
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COMPLETES ACQUISITION OF LANDMARK BANK
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EFFECTIVE AT CLOSE OF BUSINESS
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Newport, New Hampshire, January 22, 1997 -- New Hampshire Thrift
Bancshares, Inc. (Nasdaq: NHTB), and Landmark Bank, a New Hampshire state-
chartered bank, announced today that the acquisition of Landmark Bank by Lake
Sunapee Bank, fsb, the wholly owned subsidiary of NHTB, will be effective as of
the close of business today.
Following completion of the acquisition, New Hampshire Thrift Bancshares,
Inc. will have assets of $315 million. Lake Sunapee will have deposits of $254
million and banking operations in 12 branches throughout Sullivan, Merrimack,
Grafton and Hillsborough counties.
Under the terms of the merger agreement, holders of Landmark Bank's stock
may elect to receive $12.00 in cash per share, or exchange their stock for stock
in NHTB at a ratio of 1.1707 shares of the common stock of NHTB per Landmark
share, subject to 60% of Landmark's stock being converted to stock and 40% to
cash. Allocation of the merger consideration is expected to take place in
February, 1997.
At special meetings of the shareholders of NHTB and Landmark held on
December 19, 1996, the shareholders of each institution overwhelmingly approved
the merger. The following day, the Office of Thrift Supervision approved the
merger.
"We are very pleased and look forward to better serving our community as a
result of today's transaction," said Stephen W. Ensign, President and Chief
Executive Officer of NHTB, "this represents a significant expansion of our
retail franchise."
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