SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 1997
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New Hampshire Thrift Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-17859 02-0430695
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
The Carriage House, New London, New Hampshire 03257
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 863-5772
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
As of 3:15 p.m. on January 22, 1997 (the "Effective Time"), New
Hampshire Thrift Bancshares, Inc., a Delaware corporation (the "Company"), and
its wholly-owned subsidiary, Lake Sunapee Bank, fsb, a federally chartered stock
savings bank (the "Bank"), completed the merger (the "Merger") of Landmark Bank,
a New Hampshire state-chartered guaranty savings bank ("Landmark"), pursuant to
the Agreement and Plan of Merger dated as of July 26, 1996, by and between the
Bank and Landmark, and joined in by the Company (the "Merger Agreement") and the
Agreement and Plan of Reorganization dated as of July 26, 1996, by and among
Landmark, the Bank and the Company (the "Reorganization Agreement," and,
together with the Merger Agreement, the "Agreements").
The Company acquired Landmark Bank by merger of Landmark Bank with and
into Lake Sunapee Bank. Pursuant to the Agreements, holders of Landmark's stock
may elect to receive $12.00 in cash per share, or to exchange their Landmark
stock for stock in the Company pursuant at a ratio of 1.1707 shares of common
stock of the company per share of Landmark stock, subject to the total
consideration to Landmark stockholders being comprised of 60% stock and 40% cash
(the "Merger Consideration").
Also pursuant to the Agreements, two former directors of Landmark, Jack
Nelson and Leonard Cashman will be appointed directors of the Company.
The merger was consummated after satisfaction of certain conditions,
including, but not limited to, (i) approval of the Agreements by the
shareholders of Landmark and the Company at special meetings held on December
19, 1996 and (ii) the receipt of all requisite regulatory approvals.
The source of funds used by the Company to pay the cash portion of the
Merger Consideration (approximately $2,275,000) included funds of the Company
and an upstream dividend from the Bank.
Item 7. Financial Statement and Exhibits.
(a) As of the date of this filing, it is impracticable to provide financial
statements required pursuant to Rule 3-05(b) of Regulation S-X. The required
financial statements will be filed as soon as possible and in no event later
than April 7, 1997.
(b) As of the date of this filing, it is impracticable to provide pro forma
financial information required pursuant to Article 11 of Regulation S-X. The
required pro forma financial information will be filed as soon as possible and
in no event later than April 7, 1997.
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(c) The following exhibits are filed with this Report:
Exhibit No. Description
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9.1 Press Release dated January 22, 1997
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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 R. Theroux
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Stephen R. Theroux
Executive Vice President and
Chief Financial Officer
Dated: February 6, 1997
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EXHIBIT INDEX
Exhibit No. Description
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9.1 Press Release dated
January 22, 1997.
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