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)
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.
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.
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)