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


                                 March 14, 1997
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                        (Date of Earliest Event Reported)


                               PEMI BANCORP, INC.
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             (Exact name of registrant as specified in its charter)


                                  NEW HAMPSHIRE
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         (State or other jurisdiction of incorporation or organization)


                   33-22807-B                      02-0386832
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           (Commission File Number)    (IRS Employer Identification No.)


                  287 HIGHLAND STREET, PLYMOUTH, NEW HAMPSHIRE
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              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (603) 536-3339




<PAGE>


Form 8-K, Current Report
Pemi Bancorp, Inc.
Commission File No. 33-22807-B

The total number of Pages in this Report (excluding exhibits) is 3 and including
exhibits is 148.

Item 5.  OTHER MATTERS

         On March 14, 1997,  the Boards of Directors of Pemi Bancorp,  Inc. (the
"Pemi"),  a New Hampshire  corporation  with its principal  place of business in
Plymouth,  New Hampshire,  its wholly-owned  subsidiary,  Pemigewasset  National
Bank, a national  banking  association  with its principal  place of business in
Plymouth,  New  Hampshire,  The Berlin  City Bank  ("Berlin"),  a New  Hampshire
chartered  commercial bank with its principal  place of business in Berlin,  New
Hampshire  and  Northway   Financial,   Inc.   ("Northway"),   a  New  Hampshire
corporation,  which is being  formed by Berlin  to become a  multi-bank  holding
company  for Berlin  and  Pemigewasset  National  Bank,  executed  a  definitive
agreement and plan of merger (the "Agreement").

         Pursuant to the terms of the  Agreement,  Northway will become the bank
holding company for Berlin in a transaction  whereby each issued and outstanding
share of Berlin common stock will be exchanged for 16 shares of Northway  common
stock (the  "Northway  Common  Stock").  Thereafter,  Northway  will acquire the
common  stock of Pemi in a  transaction  whereby each share of Pemi common stock
issued and outstanding  prior to the effective time will be exchanged for 1.0419
shares of Northway Common Stock.

         The transaction, which is subject to approval by state and federal bank
regulators  and by the respective  shareholders  of each  institution,  has been
structured to be tax-free to the shareholders of each institution.

         Upon  consummation,  the Board of Directors of Northway will consist of
six of the  current  directors  of Berlin and four of the current  directors  of
Pemi. William J. Woodward,  the current Chairman,  President and Chief Executive
Officer of Berlin  will serve as  Chairman  of the  Board,  President  and Chief
Executive  Officer of Northway.  Fletcher W. Adams,  the current  President  and
Chief Executive  Officer of Pemi and  Pemigewasset  National Bank, will serve as
Vice Chairman of the Board of Directors of Northway.

         The parties  anticipate  consummating the transactions  contemplated by
the Agreement in the second half of 1997.


Item 7.  EXHIBITS

Exhibit No.       Description
-----------       -----------

     2            Agreement and Plan of Merger dated March 14, 1997 by and among
                  Pemi Bancorp,  Inc.,  Pemigewasset  National  Bank, The Berlin
                  City Bank and Northway Financial, Inc.

                                       -1-

<PAGE>




Exhibit No.       Description
-----------       -----------

    99            Copy of the joint press release,  dated March 14, 1997, issued
                  by Pemi Bancorp, Inc. and The Berlin City Bank.


Dated: March 17, 1997                             PEMI BANCORP, INC.



                                                  By:    /s/  Fletcher W. Adams
                                                      -------------------------
                                                      President, Treasurer and
                                                      Chief Executive Officer


                                       -2-

<PAGE>






                                INDEX TO EXHIBITS



Exhibit Number                 Description                                 Page
--------------                 -----------                                 ----

      2                     Definitive Agreement and Plan                     4
                            of Merger  dated March 14, 1997                ----
                            by and among Pemi Bancorp,  Inc., 
                            The  Pemigewasset  National Bank,
                            The Berlin City Bank and 
                            Northway Financial, Inc.                         

     99                     Copy of the joint press release,                145
                            dated March 14, 1997, issued by                ----
                            Pemi Bancorp, Inc. and The Berlin City
                            Bank.


                                       -3-