<PAGE>
================================================================================
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): April 12, 1999
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(Exact name of registrant as specified in charter)
Delaware 0-17859 02-0430695
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9 Main Street, P.O. Box 9, Newport, NH 03773
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (603) 863-0886
Not Applicable
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
-2-
Items 1-4. Not Applicable.
Item 5. Other Events.
Lake Sunapee Bank, fsb, the wholly owned operating subsidiary of New
Hampshire Thrift Bancshares, Inc., has entered into an agreement with PM
Holdings, Inc. ("PM Holdings"), a wholly owned subsidiary of Phoenix Home Life
Mutual Insurance Company ("Phoenix") and PM Trust Holding Company ("PM Trust"),
a wholly owned subsidiary of PM Holdings, to purchase part of the New Hampshire
division of New London Trust, FSB. The sale will occur immediately after PM
Trust's acquisition of all the outstanding capital stock of New London Trust
from Sun Life Assurance Company of Canada (U.S.). New London Trust is a $325
million federal savings bank which also operates a trust division with assets of
$1 billion. New London Trust has five New Hampshire branches in New London,
Hanover, Andover and Newbury; trust offices in New London, Hanover and
Peterborough, NH; and two Connecticut branches in Danielson and Putnam.
Following the acquisition of New London Trust by PM Trust, PM Trust will
retain the trust business and the three trust offices. Immediately following
the transaction, PM Trust will sell the assets, liabilities and the banking
offices of New London Trust's New Hampshire banking operations to Lake Sunapee
Bank, fsb and Mascoma Savings Bank and the Connecticut banking operations to
Cargill Bank.
Under the terms of the agreement, Lake Sunapee Bank will acquire three New
London Trust branch offices in the Dartmouth/Lake Sunapee market area in New
Hampshire: the main office in New London and the Andover and Newbury branches.
This acquisition includes approximately $103 million in deposits and $88 million
in loans associated with the three branches.
The transaction, subject to regulatory approval, is expected to close in
the fourth quarter of 1999. The acquisition agreement was publicly announced in
a press release dated April 12, 1999, a copy of which is attached hereto as
Exhibit 99.1.
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements of Businesses Acquired.
Not Applicable
b. Pro forma Financial Information.
Not Applicable
c. Exhibits: The following Exhibits are filed as part of this
report:
Exhibit No. Description
- ---------- -----------
99.1 Press Release issued April 12, 1999.
Item 8. Not Applicable.
Item 9. Not Applicable.
<PAGE>
-3-
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 W. Ensign
--------------------------------
Stephen W. Ensign
President and Chief Executive Officer
Date: April 22, 1999
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release issued April 12, 1999.
<PAGE>
EXHIBIT 99.1
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
NEWS RELEASE
For Immediate Release
New Hampshire Thrift Bancshares, Inc.
To Acquire Three Branch Locations
---------------------------------
Newport, New Hampshire, April 13, 1999 - New Hampshire Thirift Bancshares,
Inc. (Nasdaq: NHTB) today announced that its wholly owned subsidiary, Lake
Sunapee Bank, fsb, has entered into a definitive agreement to acquire three
branch offices located in its Dartmouth/Lake Sunapee market area. The branches
are presently owned by Sun Life of Canada (U.S.) and its banking subsidiary, New
London Trust, FSB. The transaction, subject to regulatory approval, is expected
to close in the fourth quarter of this year and will increase company assets to
over $440 million, and its deposits to over $375 million.
Under the terms of the agreement, Lake Sunapee Bank, fsb, will acquire the
Main Office of New London Trust in New London as well as the Andover and Newbury
branches. This acquisition includes approximately $103 million in deposits and
$88 million in loans associated with the three branches.
Lake Sunapee Bank, fsb, is a federal stock savings bank providing financial
services throughout central and western New Hampshire.