EXHIBIT (a)(5)
BT Financial Corporation
September 29, 2000
Dear Shareholders of BT Financial Corporation:
Over time, BT Financial's profitable operations have contributed to the
growth of a capital base that exceeds all applicable regulatory standards and
the amount of capital needed to support our banking business. After evaluating a
variety of alternatives to utilize this strong capital base more effectively and
to maximize value to our shareholders, we have determined that a repurchase of
our own shares at this time would be in the best interests of our shareholders.
The board of directors has approved a repurchase of 1,668,329 shares of BT
Financial's common stock, or 10% of our 16,683,294 outstanding shares. A copy of
the offer to purchase is enclosed.
We are conducting the offer through a procedure referred to as a "modified
dutch auction." This procedure allows you to select the price at which you are
willing to sell, or tender, all or part of your shares within a price range of
not more than $20.00 per share and not less than $18.00 per share. Upon
expiration of the offer, we will select the lowest purchase price from those
shares tendered that will allow us to buy 1,668,329 shares. All shares purchased
in the offer will receive the same purchase price, even those shares that are
tendered below the purchase price. In addition, if you own less than 100 shares
and tender all of your shares at or below the purchase price, you will receive
priority and have all of your shares purchased even if more than 1,668,329
shares are tendered. No brokerage fees or commissions will be charged to you if
you tender your shares.
We encourage each stockholder to read carefully the offer to purchase and
related materials. Neither BT Financial nor our board of directors make any
recommendation whether to tender shares to us. You should make your decision
independently after consulting with your advisors.
To assist us with this offer, we have engaged Keefe, Bruyette & Woods,
Inc. to serve as the dealer manager and information agent. Representatives from
this firm may contact you by phone to make sure you have received the offer to
purchase and related materials and to answer any questions you may have. If you
need information or additional forms, please call the information agent/dealer
manager toll free at (877) 298-6520.
Unless otherwise extended, the offer will expire at 5:00 p.m. New York
City time on October 31, 2000. We again encourage you to read carefully the
enclosed material.
As always, we appreciate your interest in BT Financial Corporation.
Sincerely,
/s/ John H. Anderson
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John H. Anderson
Chairman and Chief Executive Officer
