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): July 26, 1996
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
(Address of principal executive offices)
New Hampshire 0-17859 02-0430695
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State or other jurisdiction Commission file I.R.S. Employer
of Incorporation Number Number
Registrant's telephone number, including area code: 603-526-2116
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Not Applicable
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(Former name or former address, if changes since last report)
Items 1 through 4. Not applicable.
Item 5.
On July 29, 1996, New Hampshire Thrift Bancshares, Inc. (the "Company")
announced that it had entered into a definitive Agreement and Plan of Merger and
a definitive Agreement and Plan of Reorganization, both dated July 26, 1996
("Agreements"), with Lake Sunapee Bank, fsb, the Company's wholly-owned
subsidiary and Landmark Bank. Under the Agreements, the Company will acquire
Landmark Bank by merger of Landmark Bank with and into Lake Sunapee Bank.
Holders of Landmark Bank's stock may elect to receive $12.00 in cash per share,
or to exchange their Landmark Bank stock for stock in the Company pursuant to an
exchange ratio. The total consideration to Landmark stockholders shall be
comprised of 60% in stock and 40% in cash. Consummation of the merger is
subject to customary conditions, including approval of the shareholders of each
of Landmark Bank and the Company and the approval of all applicable regulatory
authorities.
In addition, Landmark Bank has granted Lake Sunapee Bank an option to
purchase, under certain conditions, newly issued common stock of Landmark Bank
in an amount of up to 19.9% of Landmark Bank's outstanding shares at an exercise
price of $9.00 per share.
Item 6. Not applicable.
Item 7. Financial Statements and Exhibits
The following Exhibits are filed as part of this report:
Exhibit 1: Agreement and Plan of Merger dated as of July 26, 1996, by and
between the Company, Landmark Bank and Lake Sunapee Bank, fsb.
Exhibit 2: Agreement and Plan of Reorganization dated as of July 26, 1996,
by and between the Company, Landmark Bank and Lake Sunapee Bank, fsb.
Exhibit 3: News Release of the Company dated July 29, 1996, announcing the
Agreement to Acquire Landmark Bank.
Items 8. Not applicable.
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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
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Stephen W. Ensign
President and Chief Executive Officer
Date: July 29, 1996
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