AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997.
Registration No. 333-12645
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
POST-EFFECTIVE AMENDMENT NO.1 TO THE
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6035 02-0430695
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
THE CARRIAGE HOUSE
NEW LONDON, NEW HAMPSHIRE 03257
(603) 863-5772
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEPHEN W. ENSIGN
President and
Chief Executive Officer
The Carriage House
New London, New Hampshire 03257
(603) 863-5772
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
RICHARD A. SCHABERG, ESQ. DENIS J. MALONEY, ESQ.
Thacher Proffitt & Wood Gallagher, Callahan & Gartrell, P.A.
1500 K Street, N.W., Suite 200 214 Main Street
Washington, D.C. 20005 Concord, New Hampshire
Telephone (202) 347-8400 Telephone (602) 228-1181
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If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED(1) PRICE PER UNIT PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock 332,576
($.01 par value)...................... Shares N/A $2,126,794 (3)
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</TABLE>
(1) This Registration Statement covers the number of shares of the Registrant's
common stock that were issued in the transaction described herein and
deregisters 31,634 shares not required therefor.
(2) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(f)(2), based on the book value of the
common stock of Landmark Bank on August 31, 1996 of $7.13 and the maximum
number of such shares (298,288) that may be exchanged for the securities
being registered.
(3) Registration fee of $734 paid with Form S-4 filed on September 25, 1996.
<PAGE>
CONFORMED SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Posteffective Amendment No. 1 to the
Registration Statement No. 333-12645 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Newport, State of New
Hampshire, on April 30, 1997.
New Hampshire Thrift Bancshares, Inc.
By: /s/ Stephen W. Ensign
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Stephen W. Ensign
Director, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
and any rules and regulations promulgated thereunder, this Amendment No. 1 to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
* Chairman of the Board April 30, 1997
- -------------------------
John J. Kiernan
/s/ Stephen W. Ensign Director, President and Chief April 30, 1997
- ------------------------- Executive Officer
Stephen W. Ensign (principal executive officer)
* Director April 30, 1997
- -------------------------
Ralph B. Fifield, Jr.
* Director April 30, 1997
- -------------------------
John A. Kelley, Jr.
* Director April 30, 1997
- -------------------------
Dennis A. Morrow
* Director April 30, 1997
- -------------------------
Priscilla W. Ohler
* Director April 30, 1997
- -------------------------
Perry R. Smith, Jr.
<PAGE>
NAME TITLE DATE
* Director, Executive Vice April 30, 1997
- ------------------------- President and Chief
Stephen R. Theroux Financial Officer
(principal financial officer)
(principal accounting officer)
* Director April 30, 1997
- -------------------------
Kenneth D. Weed
* By /s/ Stephen W. Ensign (Stephen W. Ensign) as attorney-in-fact pursuant to
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Power of Attorney filed on September 25, 1996, included in Part II of the
Registration Statement.
S-2
