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: August 31, 1996
ARROW FINANCIAL CORPORATION
A New York Corporation
0-12507 22-2448962
Commission File Number I.R.S. Employer Identification No.
250 Glen Street
GLEN FALLS, NEW YORK 12801
Registrant's telephone number: (518) 745-1000
Item 2. Acquisition or Disposition of Assets
Sale of Substantially All Assets of Green Mountain Bank to
ALBANK
On September 28, 1996, the Registrant, its wholly-owned
subsidiary, Arrow Vermont Corporation ("AVC"),
and AVC's wholly-owned subsidiary, Green Mountain Bank
("GMB"), a Vermont-chartered banking corporation
headquartered in Rutland, Vermont, completed the
previously announced sale of five of the six banking offices
of GMB and substantially all of the loans and deposits of
GMB to ALBANK, FSB, Albany, New York ("ALBANK").
The transaction was effected pursuant to a Purchase and
Assumption Agreement dated as of February 26, 1996 (the
"Agreement"). At closing, ALBANK acquired
approximately $109 million in loans and certain other assets
of GMB, including GMB's real and personal property
interests in five of its six remaining banking offices,
excluding the real and personal property associated with
GMB's main office at 80 West Street, Rutland, Vermont. In
addition, at closing ALBANK assumed substantially all of
the deposit liabilities of GMB, amounting to approximately
$107 million in deposits. Under a separate agreement
between Registrant, AVC and GMB, on the one hand, and
ALBANK, on the other also dated February 26, 1996,
ALBANK purchased GMB's mortgage servicing rights for a
portfolio of loans having an aggregate principal amount of
approximately $41 million.
Pursuant to the Agreement, ALBANK paid to GMB
at closing an amount equal to (a) the book value on GMB's books
of the Loans and other assets acquired less an agreed upon allowance
for loan losses, minus (b) the dollar amount of Deposit Liabilities
assumed, plus (c) a premium equal to 7.5 percent of the
dollar amount of Deposit Liabilities assumed. Subject to
post-closing adjustments, it is anticipated that the net
amount paid by ALBANK to GMB will be approximately
$7.7 million.
Other than in connection with the transactions
contemplated by the Agreement, neither ALBANK nor its
shareholders have had any material relationship with the
Registrant or any of its affiliates, any officer or director of
the Registrant or its affiliates, or any associate of any such
officer or director.
Item 5. Other Events
Sale of Substantially All Trust Business of Green Mountain
Bank to Vermont National Bank
On August 31, 1996, the Registrant, AVC and GMB
completed the previously announced sale of substantially all
of the trust accounts and trust business of GMB to Vermont
National Bank, Brattleboro, Vermont ("VNB"). The sale to
VNB was completed by transferring the trust accounts and
trust business of GMB to a newly created trust affiliate of
GMB, and immediately thereafter transferring the stock of
this trust subsidiary to VNB for the agreed upon
consideration. Also on August 31, 1996, VNB entered into
a four-year trust servicing agreement with Registrant's other
bank subsidiaries.
The purchase price paid by VNB for the stock was $2.43 million,
subject to certain post-closing adjustments as provided in the Agreement.
Under these adjustment provisions, GMB may be entitled to
receive from VNB up to an additional $570,000 on or after
November 30, 1996, depending upon VNB's post-closing
experience in retaining the transferred trust business.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements - not applicable
(b) Pro forma financial information - It is currently
impracticable to provide any pro forma financial
information that may be required to be filed.
The required pro forma financial information will
be filed as an amendment to this form as soon as
practicable, but in no event later than
December 10, 1996.
(c) Exhibits. The following exhibits are filed
with this report:
Exhibit No. Document
2.1 Purchase and Assumption Agreement among
Arrow Financial Corporation, Arrow
Vermont Corporation, Green Mountain Bank
and ALBANK, FSB, dated February 26,
1996 (Incorporated herein by reference to
Form 8-K dated February 26, 1996).
2.2 Service Purchasing Agreement among
Arrow Financial Corporation, Arrow
Vermont Corporation, Green Mountain Bank
and ALBANK, FSB, dated February 26,
1996 (Incorporated herein by reference to
Form 8-K dated February 26, 1996).
2.3 Amendment to the Purchase and
Assumption Agreement dated
September 25, 1996.
2.4 Amendment to the Service Purchasing
Agreement dated September 25, 1996.
SIGNATURE
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: October 11, 1996
ARROW FINANCIAL CORPORATION
By: /s/John J. Murphy
John J. Murphy
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number
Description
2.1
Purchase and Assumption Agreement among Arrow Financial
Corporation, Arrow Vermont Corporation, Green Mountain Bank
and ALBANK, fsb, dated February 26, 1996 (Incorporated herein
by reference to Form 8-K dated February 26, 1996).
2.2
Service Purchasing Agreement among Arrow Financial
Corporation, Arrow Vermont Corporation, Green Mountain Bank
and ALBANK, fsb, dated February 26, 1996 (Incorporated herein
by reference to Form 8-K dated February 26, 1996).
2.3
Amendment to the Purchase and Assumption Agreement dated
September 25, 1996.
2.4
Amendment to the Service Purchasing Agreement dated
September 25, 1996.