<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 29, 1999
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NEW HAMPSHIRE THRIFT
BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
State of Delaware 0-17859 02-0430695
(State of Incorporation) (Commission File Number) (IRS Employer I.D. Number)
9 Main St., PO Box 9, Newport, NH 03773
(Address of principal executive offices) (Zip Code)
603-863-0886
(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
<PAGE>
Item 2. ACQUISITION OF ASSETS
As of the close of business on October 29, 1999, the Bank completed its
purchase of certain assets and assumption of certain liabilities of New
London Trust, FSB, including the three branches, pursuant to an
agreement entered with PM Holdings, Inc., ("PM Holdings"), a wholly
owned subsidiary of Phoenix Home Life Mutual Insurance Company
("Phoenix"), and PM Trust Holding Company, a wholly owned subsidiary of
PM Holdings. The acquisition occurred immediately after PM Trust's
acquisition of all outstanding capital stock of New London Trust from
Sun Life Assurance Company of Canada (U.S.). Lake Sunapee Bank, fsb
intends to use the property and equipment acquired in the same capacity
as New London Trust, FSB. The agreements among the parties relating to
this transaction were filed as exhibits to the Form 10-QSB for the
quarter ended March 31, 1999.
In connection with the acquisition, the Bank acquired the New London
main office, Andover and Newbury branches of New London Trust with
deposits totaling approximately $100 million and gross loans totaling
approximately $81 million. The consolidated assets of the Company upon
consummation of the acquisition of the three branches are in excess of
$450 million. The acquisition was consummated after satisfaction of
certain conditions, including the receipt of all requisite regulatory
approvals and will be accounted for as a purchase under generally
accepted accounting principles. The Bank paid $10,576,000 of a deposit
premium.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
This Form 8-K includes as exhibits certain financial information
required under Item 7 which were not contained in Item 5 of the
previously filed Form 10-QSB filed with the SEC on November 15, 1999.
Lake Sunapee Bank did not purchase all of the assets and liabilities of
New London Trust, FSB; therefore, financial statements for New London
Trust, FSB are not presented.
a) UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION CONSISTING OF:
Unaudited Pro Forma Combined Consolidated Balance Sheet as of
September 30, 1999 herein attached as exhibit 99.1.
Unaudited Pro Forma Combined Consolidated Statements of Income for
the nine months ended September 30, 1999 and the Unaudited Pro Forma
Combined Consolidated Statements of Income for the year ended
December 31, 1998 herein attached as exhibit 99.1.
<PAGE>
b) EXHIBITS
The agreements among the parties relating to this transaction were
filed as exhibits to the Form 10-QSB for the quarter ended March 31,
1999 and are incorporated herein by reference.
10.8 Stock Purchase Agreement dated April 12, 1999
10.9 Purchase and Assumption Agreement dated April 12, 1999
10.10 Asset and Liability Allocation Agreement dated April 12, 1999
99.1 Lake Sunapee Bank, fsb and New London Trust, FSB Unaudited Pro
Forma Combined Consolidated Balance Sheet as of September 30,
1999 and Unaudited Pro Forma Combined Consolidated Statements
of Income for the nine months ended September 30, 1999 and the
Unaudited Pro Forma Combined Consolidated Statements of Income
for the year ended December 31, 1998. (Filed Herewith)
CAUTIONARY STATEMENT FOR PURPOSED OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
This Current Report and other written and oral statements made by or on
behalf of Lake Sunapee Bank, fsb contains or may contain certain
"forward-looking statements" including statements concerning plans,
objectives and future events or performance, and other statements which
are other than statements of historical fact. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, but are not limited to, the
following: (i) failure to fully realize or to realize within the
expected time frame expected cost savings from the acquisition; (ii)
lower than expected income or revenues following the acquisition, or
higher than expected operating costs; (iii) a significant increase in
competitive pressure in the banking and financial services industry;
(iv) business disruption related to the acquisition; (v) greater than
expected costs or difficulties related to the integration of New London
Trust, FSB; (vi) litigation costs and delays caused by litigation; (vii)
unanticipated regulatory constraints arising from the acquisition;
(viii) reduction in interest margin due to changes in the interest rate
conditions, including acquisition and growth opportunities; (x)
legislation or regulation changes which adversely affect the businesses
in which Lake Sunapee is engaged; and (xi) other unanticipated
occurrences which increase the costs related to the acquisition or
decrease the expected financial benefits of the acquisition.
<PAGE>
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 thereunto duly authorized.
Date: 1-14-00 By: /s/ Stephen W. Ensign
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Vice Chairman of the Board,
President and Chief Executive
Officer
Date: 1-14-00 By: /s/ Stephen R. Theroux
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Executive Vice President and
Chief Operating Officer
Date: 1-14-00 By: /s/ Daryl J. Cady
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Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)
<PAGE>
Exhibit 99.1
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED STATEMENT OF CONDITION
September 30, 1999
<TABLE>
<CAPTION>
Actual Proforma Proforma
Sept. 30, 1999 Adjustments Sept. 30, 1999
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<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 10,417 $ 8,202 $ 18,619
Federal funds sold 60 - 60
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Cash and cash equivalents 10,477 8,202 18,679
Securities available-for-sale 48,581 - 48,581
Other investments 12,515 - 12,515
Loans held-for-sale 1,268 - 1,268
Loans receivable, net 260,212 79,955 340,167
Accrued interest receivable 2,070 372 2,442
Bank premises and equipment, net 8,361 1,185 9,546
Investments in real estate 520 - 520
Real estate owned and property acquired in settlement of loans 594 - 594
Goodwill 3,028 11,250 14,278
Other assets 5,037 104 5,141
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Total assets 352,663 101,068 453,731
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Checking accounts (non-interest-bearing) 17,160 10,745 27,905
Savings and interest-bearing checking accounts 153,678 53,566 207,244
Time deposits 107,469 35,742 143,211
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Total deposits 278,307 100,053 378,360
Other borrowed funds 3,165 - 3,165
Securities sold under agreement to repurchase 8,084 206 8,290
Advances from Federal Home Loan Bank 15,000 - 15,000
Accrued expenses and other liabilities 4,293 809 5,102
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Total liabilities 308,849 101,068 409,917
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Guaranteed preferred beneficial interest in junior subordinated debentures 16,907 - 16,907
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COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value per share: 2,500,000 shares authorized,
no shares issued or outstanding - - -
Common stock, $.01 par value per share: 5,000,000 shares authorized,
2,479,858 shares issued and 2,106,685 shares outstanding at
September 30, 1999 25 - 25
Paid-in capital 17,384 - 17,384
Retained earnings 13,453 - 13,453
Accumulated other comprehensive income (1,505) - (1,505)
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29,357 - 29,357
Treasury stock, at cost, 373,173 shares as of September 30, 1999 (2,450) - (2,450)
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Total shareholders' equity 26,907 - 26,907
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Total liabilities and shareholders' equity $352,663 $101,068 $453,731
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</TABLE>
________________________________________________________________________________
On August 12, 1999, the Company issued approximately $16.9m in Capital Trust
Preferred Securities in connection with its acquisition of three New London
Trust, FSB branches. Proceeds from the issuance are reflected in the actual
results of the Company as of September 30, 1999.
<PAGE>
Exhibit 99.1
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
For the Nine Months Ended September 30, 1999
<TABLE>
<CAPTION>
Actual Proforma Proforma
Sept. 30, 1999 Adjustments Sept. 30, 1999
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<S> <C> <C> <C>
Interest income
Interest on loans $ 14,233 $ 4,850 $ 19,083
Interest and dividends on investments 2,765 786 3,551
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Total interest income 16,998 5,636 22,634
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Interest expense
Interest on deposits 7,624 2,756 10,380
Interest on advances and other borrowed money 503 969 1,472
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Total interest expense 8,127 3,725 11,852
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Net interest income 8,871 1,911 10,782
Provision for loan losses 90 - 90
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Net interest income after provision for loan losses 8,781 1,911 10,692
Other income
Loan origination and customer service fees 1,317 215 1,532
Net gain (loss) on sale of securities 36 - 36
Gain on sale of property acquired in settlement of loans 31 - 31
Net gain on sale of loans 160 - 160
Net gain (loss) on sale of property and equipment - - -
Rental income 248 45 293
Brokerage service income 123 - 123
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Total other income 1,915 260 2,175
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Other expenses
Salaries and employee benefits 3,764 600 4,364
Occupancy expenses 1,372 144 1,516
Advertising and promotion 230 - 230
Depositors' insurance 103 4 107
Outside services 386 - 386
Amortization of goodwill 185 566 751
Other expenses 1,270 187 1,457
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Total other expenses 7,310 1,501 8,811
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Income before provision for income taxes 3,386 670 4,056
Provision for income taxes 1,006 200 1,206
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Net income $ 2,380 $ 470 $ 2,850
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Earnings per common share, basic $ 1.13 $ 0.22 $ 1.35
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Earnings per common share, assuming dilution $ 1.12 $ 0.22 $ 1.34
==============================================================
Shares outstanding, basic 2,106,000 2,106,000 2,106,000
Shares outstanding, assuming dilution 2,125,000 2,125,000 2,125,000
</TABLE>
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On August 12, 1999, the Company issued approximately $16.9m in Capital Trust
Preferred Securities in connection with its acquisition of three New London
Trust, FSB branches. Pro forma information is presented assuming the NHTB
Capital Trust Preferred Security was issued on January 1, 1998. Actual net
interest income associated with the issuance is reflected in the actual results
of the Company as of September 30, 1999. Pro forma net interest income
adjustments are reflected in the pro forma adjustment column.
<PAGE>
Exhibit 99.1
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Actual Proforma Proforma
Dec. 31, 1998 Adjustments Dec. 31, 1998
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<S> <C> <C> <C>
Interest income
Interest on loans $ 20,023 $ 6,466 $ 26,489
Interest and dividends on investments 3,240 1,230 4,470
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Total interest income 23,263 7,696 30,959
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Interest expense
Interest on deposits 11,832 3,675 15,507
Interest on advances and other borrowed money 352 1,517 1,869
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Total interest expense 12,184 5,192 17,376
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Net interest income 11,079 2,504 13,583
Provision for loan losses 120 - 120
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Net interest income after provision for loan losses 10,959 2,504 13,463
Other income
Loan origination and customer service fees 1,650 287 1,937
Net gain (loss) on sale of securities 153 - 153
Gain on sale of property acquired in settlement of loans - - -
Net gain on sale of loans 372 - 372
Net gain (loss) on sale of property and equipment 6 - 6
Rental income 335 60 395
Brokerage service income 127 - 127
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Total other income 2,643 347 2,990
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Other expenses
Salaries and employee benefits 4,222 800 5,022
Occupancy expenses 1,738 192 1,930
Advertising and promotion 254 - 254
Depositors' insurance 139 5 144
Outside services 640 - 640
Amortization of goodwill 247 755 1,002
Other expenses 1,640 249 1,889
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Total other expenses 8,880 2,001 10,881
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Income before provision for income taxes 4,722 850 5,572
Provision for income taxes 1,603 289 1,892
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Net income $ 3,119 $ 561 $ 3,680
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Earnings per common share, basic $ 1.49 $ 0.27 $ 1.76
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Earnings per common share, assuming dilution $ 1.47 $ 0.26 $ 1.73
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Shares outstanding, basic 2,093,000 2,093,000 2,093,000
Shares outstanding, assuming dilution 2,122,000 2,122,000 2,122,000
</TABLE>
________________________________________________________________________________
On August 12, 1999, the Company issued approximately $16.9m in Capital Trust
Preferred Securities in connection with its acquisition of three New London
Trust, FSB branches. Net interest income information presented in the pro forma
column assumes the NHTB Capital Trust Preferred Security was issued on January
1, 1998.
