EXHIBIT (a)(1)
BT FINANCIAL CORPORATION
BT Financial Plaza
551 Main Street
Johnstown, PA 15907-1146
OFFER TO PURCHASE FOR CASH
UP TO 1,668,329 SHARES OF COMMON STOCK OF BT FINANCIAL CORPORATION
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON TUESDAY, OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED. WE
MAY EXTEND THE OFFER PERIOD AT ANY TIME.
BT FINANCIAL CORPORATION IS:
o offering to purchase up to 1,668,329 shares of our common stock in a
tender offer, and
o offering to purchase these shares at a price not greater than $20.00 nor
less than $18.00 per share in cash, without interest.
IF YOU WANT TO TENDER YOUR SHARES INTO OUR OFFER, YOU SHOULD:
o specify the price between $18.00 and $20.00 at which you are willing to
tender your shares,
o specify the amount of shares you want to tender, and
o follow the instructions in this document and the related documents,
including the accompanying letter of transmittal, to submit your shares.
WHEN OUR OFFER EXPIRES:
o we will select the lowest purchase price specified by tendering
shareholders that will allow us to purchase up to 1,668,329 shares or such
lesser number of shares as are tendered,
o if the number of shares tendered at or below the selected price is not
more than 1,668,329, we will purchase all these shares at that price, and
o if the number of shares tendered at or below the selected price is more
than 1,668,329, we will purchase shares at the selected price
o first from holders of less than 100 shares who tendered all of their
shares at or below the selected price, and
o then, on a pro rata basis from all other shareholders who tendered
shares at or below the selected price.
Our offer is not conditioned on any minimum number of shares being tendered. Our
offer is, however, subject to other conditions discussed in Section 7.
Our Board of Directors has approved this offer. However, neither we nor our
Board of Directors nor the information agent/dealer manager makes any
recommendation to you as to whether you should tender or not tender your shares
or as to the price or prices at which you may choose to tender your shares. You
must make your own decision as to whether to tender your shares and, if so, how
many shares to tender and the price or prices at which your shares should be
tendered.
This document contains important information about our offer. We urge you to
read it in its entirety.
The dealer manager for our offer is:
KEEFE, BRUYETTE & WOODS, INC.
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IMPORTANT PROCEDURES
If you want to tender all or part of your shares, you must do one of the
following before our offer expires:
o if your shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee, contact the nominee
and have the nominee tender your shares for you,
o if you hold certificates in your own name, complete and sign a
letter of transmittal according to its instructions, and deliver it,
together with any required signature guarantee, the certificates for
your shares and any other documents required by the letter of
transmittal, to Laurel Trust Company, the depositary for our offer,
o if you want to tender shares held in the BT Financial Automatic
Dividend Reinvestment Plan, you should follow the instructions and
complete the boxes set forth in the letter of transmittal to
instruct the program administrator to tender your shares, or
o if you are an institution participating in The Depository Trust
Company, which we call the "book-entry transfer facility" in this
document, tender your shares according to the procedure for
book-entry transfer described in Section 3.
If you want to tender your shares but
o your certificates for the shares are not immediately available or
cannot be delivered to the depositary, or
o you cannot comply with the procedure for book-entry transfer, or
o your other required documents cannot be delivered to the depositary
by the expiration of our offer,
you can still tender your shares if you comply with the guaranteed delivery
procedure described in Section 3.
TO TENDER YOUR SHARES YOU MUST FOLLOW THE PROCEDURES DESCRIBED IN THIS
DOCUMENT, THE LETTER OF TRANSMITTAL AND THE OTHER DOCUMENTS RELATED TO OUR
OFFER, INCLUDING CHOOSING A PRICE AT WHICH YOU WANT TO TENDER YOUR SHARES.
If you wish to maximize the chance that your shares will be purchased by
us, you should check the box next to "Shares tendered at price determined
pursuant to the offer" in the section of the letter of transmittal called "Price
At Which You Are Tendering." Note that this election could result in your shares
being purchased at the minimum price of $18.00 per share.
If you have any questions or need assistance, you should contact Keefe,
Bruyette & Woods, which is the information agent and the dealer manager for our
offer, at their address and telephone number on the back page of this document.
You may request additional copies of this document, the letter of transmittal or
the notice of guaranteed delivery from the information agent.
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TABLE OF CONTENTS
SECTION PAGE
Summary 4
Forward-Looking Statements 8
BT Financial's Tender Offer 9
Section 1. Number of Shares; Price; Priority of Purchase 9
Section 2. Recent Developments; Purpose of Our Offer 12
Section 3. Procedures for Tendering Shares 14
Section 4. Withdrawl Rights 20
Section 5. Purchase of Shares and Payment of Purchase Price 21
Section 6. Conditional Tender Procedures 22
Section 7. Conditions of Our Offer 23
Section 8. Price Range of Shares; Dividends; Our Rights 24
Agreement
Section 9. Source and Amount of Funds 26
Section 10. Information About Us 27
Section 11. Information About Our Shares; Interest of Directors; 38
and Executive Officers
Section 12. Effects of Our Offer on the Market 38
Section 13. Legal Matters; Regulatory Approvals 39
Section 14. United States Federal Income Tax Consequences 39
Section 15. Extension of Our Offer; Termination; Amendment 42
Section 16. Fees and Expenses 43
Section 17. Miscellaneous 44
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SUMMARY
We are providing this summary for your convenience. It highlights material
information in this document, but you should realize that it does not describe
all of the details of our offer to the same extent that they are described in
the body of this document. We urge you to read the entire document and the
related letter of transmittal because they contain the full details of our
offer. Where helpful, we have included references to the sections of this
document where you will find a more complete discussion.
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WHO IS OFFERING TO BT Financial Corporation ("BT Financial"). We are
PURCHASE MY offering to purchase up to 1,668,329 shares of our
SHARES? outstanding common stock and the associated
preferred share rights. See Section 10.
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WHAT IS THE PURCHASE The price range for our offer is $18.00 to $20.00.
PRICE?
We are conducting the offer through a procedure
commonly called a "modified Dutch Auction." This
procedure allows you to choose a price within this
price range at which you are willing to sell your
shares.
We will look at the prices chosen by shareholders for
all of the shares properly tendered. We will then
select the lowest price that will allow us to buy up
to 1,668,329 shares. If a lesser number of shares is
tendered, we will select the price that will allow us
to buy all shares that were properly tendered. All
shares we purchase will be purchased at the same
price, even if you have chosen a lower price, but we
will not purchase any shares tendered at a price
above the price selected in accordance with these
procedures. No separate consideration will be paid
for the associated preferred share purchase rights.
If you wish to maximize the chance that your shares
will be purchased, you should check the box next to
"Shares tendered at price determined pursuant to
the offer" in the section of the letter of
transmittal called "Price At Which You Are
Tendering." You should understand that this
election could result in your shares being
purchased at the minimum price of $18.00 per
share. See Section 1.
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WHAT ARE THE "ASSOCIATED The associated preferred share purchase rights were
PREFERRED SHARE issued to all shareholders but are not represented by
PURCHASE RIGHTS"? a separate document. Instead, they are represented by
the certificates for your shares of common stock.
Unless the context otherwise requires, all references
to shares include the associated preferred share
purchase rights, and, unless these rights are
redeemed prior to the expiration of our offer, a
tender of shares will include a tender of the
associated rights. See Section 8 for a description
of the rights and the agreement under which the
rights were issued.
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HOW AND WHEN WILL I BE If your shares are purchased in our offer, you will
PAID? be paid the purchase price, in cash, without
interest, as soon as practicable after the expiration
of the offer period and the acceptance of the shares
for payment. There may be tax consequences to
receiving this payment. See Sections 1, 3, 5 and 14.
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HOW MANY SHARES WILL BT We will purchase up to 1,668,329 shares in our
FINANCIAL PURCHASE IN offer, or approximately 10% of our outstanding
ALL? common stock. We also reserve the right to purchase
additional shares up to 2% of the outstanding
shares, subject
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to applicable legal requirements. Our offer is not
conditioned on any minimum number of shares being
tendered. See Section 1.
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IF I TENDER MY SHARES, All the shares that you tender in our offer may not
HOW MANY OF MY SHARES be purchased even if they are tendered at or below
WILL BT FINANCIAL the purchase price we select. If more than
PURCHASE? 1,668,329 shares are tendered at or below the
selected purchase price, we will purchase shares
based on the following order of priority:
o First, we will purchase shares from all
holders of "odd lots" of less than 100 shares
(including any shares held in our automatic
dividend reinvestment plan, but not including
any shares held in our 401(k) or defined
benefit plans) who properly tender all of
their shares at prices equal to or below the
selected price.
o Second, we will purchase shares from all other
shareholders who properly tender shares at
prices equal to or below the selected price,
on a pro rata basis, subject to the
conditional tender provisions described in
Section 6. As a result, we will purchase the
same percentage of shares from each tendering
shareholder in this second category. We will
announce this proration percentage, if it is
necessary, after our offer expires.
As we noted above, we may also choose to purchase an
additional 2% of the outstanding shares, subject to
applicable legal rules. See Section 1.
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HOW WILL BT FINANCIAL We would need a maximum of $33,366,580 to purchase
PAY FOR THE 1,668,329 shares at the highest price of $20.00. We
SHARES? have received commitments from SunTrust Bank Atlanta
and The Northern Trust Company to lend us
approximately $30 million. We will use this cash and
other cash we have available to pay for the shares we
purchase in this offer. See Sections 2 and 9.
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HOW LONG DO I HAVE TO You may tender your shares until our offer expires.
TENDER MY SHARES TO BT Right now, the offer is scheduled to expire on
FINANCIAL? Tuesday, October 31, 2000, at 5:00 p.m., New York
City time, but we may choose to extend it at any
time. We cannot assure you that we will extend our
offer or, if we extend it, for how long it will be
extended. See Sections 1 and 15.
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CAN I TENDER SHARES IN No. Participants in either the BT Financial
MY PENSION PLAN Corporation 401(k) Plan for Banking Employees or the
ACCOUNT(S)? BT Financial Corporation Defined Benefit Plan for
Banking Employees may not tender any of the shares
allocated to their account(s). Rather, Laurel Trust
Company, as trustee of both plans, will decide
whether to tender, and, if so, how many shares to
tender and the prices at which to tender. Laurel
Trust Company has informed us that they do not
intend to tender any shares held in either the BT
Financial Corporation 401(k) Plan for Banking
Employees or the BT Financial Corporation Defined
Benefit Plan for Banking Employees. See Section 3.
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HOW WILL I BE NOTIFIED If our offer is extended, we will make a public
IF BT FINANCIAL EXTENDS announcement before 9:00 a.m., New York City time, on
THIS OFFER? the first business day after the offer was scheduled
to expire. See Section 15.
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WHAT ARE THE CONDITIONS Our obligation to accept and pay for your tendered
TO BT FINANCIAL'S shares is conditioned upon the satisfaction or
OFFER? waiver of the conditions described in Section 7 of
this document. See Section 7.
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HOW DO I TENDER MY To tender your shares, you must complete one of the
SHARES? actions described under "Important Procedures" on
the inside front cover of this document before our
offer expires.
You may also contact the information agent/dealer
manager or your broker for assistance. The contact
information for the information agent/dealer manager
is on the back page of this document.
See Section 3 and the instructions to the letter of
transmittal.
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ONCE I HAVE TENDERED Yes. If you tender your shares and change your
SHARES IN THE OFFER, mind, you may withdraw your shares at any time
CAN I CHANGE MY before our offer expires.
MIND?
In addition, after our offer expires, if we have not
accepted for payment the shares you have tendered to
us, you may withdraw your shares at any time after
12:00 midnight, New York City time, on Wednesday,
November 29, 2000. See Section 4.
To withdraw your shares, you must timely deliver a
written notice of your withdrawal to the depositary
at the address or facsimile number appearing on the
back page of this document. Your notice of
withdrawal must specify your name, the number of
shares to be withdrawn and the name of the
registered holder of the shares. Some additional
requirements apply if the certificates for shares to
be withdrawn have been delivered to the depositary
or if your shares have been tendered under the
procedure for book-entry transfer set forth in
Section 3. See Section 4.
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WHAT DO BT FINANCIAL AND Our board of directors has approved this offer.
ITS BOARD OF DIRECTORS However, neither we nor our board of directors nor
THINK ABOUT THIS the information agent/dealer manager is making any
OFFER? recommendation regarding whether you should tender
or not tender your shares or at what price you
should choose to tender your shares. You must
decide whether to tender your shares and, if so, how
many shares to tender and the price or prices at
which you will tender them. You should discuss
whether to tender your shares with your broker or
other financial or tax advisor. Our directors and
executive officers have advised us that they do not
intend to tender any of their shares in our offer.
See Section 2.
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WHAT IS A RECENT MARKET Our common stock is traded on the NASDAQ - National
PRICE OF MY BT FINANCIAL Market System under the symbol "BTFC." On September
SHARES? 25, 2000, a date close to the date of this document,
the closing price of our common stock on the NASDAQ
was $16.50. We urge you to obtain more current
market quotations for your shares. See Section 8.
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WILL I HAVE TO PAY If you are a registered shareholder and tender your
BROKERAGE COMMISSIONS OR shares directly to the depositary, you will not need
STOCK TRANSFER TAX IF I to pay any brokerage commissions. If you hold shares
TENDER MY SHARES TO BT through a broker or bank, however, you should ask
FINANCIAL? your broker or bank to see if you will be charged a
fee to tender your shares. See Section 3.
If you instruct the depositary in the letter of
transmittal to make the payment for the shares to the
registered holder, you will not incur any stock
transfer tax. See Section 5.
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WHAT ARE THE UNITED Generally, you will be subject to United States
STATES FEDERAL INCOME federal income taxation when you receive cash from us
TAX CONSEQUENCES IF I in exchange for the shares you tender. The cash you
TENDER MY SHARES TO BT receive will be treated either as:
FINANCIAL?
o a sale or exchange eligible for capital gains
treatment; or
o a dividend subject to ordinary income tax
rates.
See Section 14.
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WHOM DO I CONTACT IF I Our information agent/dealer manager can help
HAVE QUESTIONS ABOUT BT answer your questions. The information
FINANCIAL'S OFFER? agent/dealer manager is Keefe, Bruyette & Woods,
Inc. Their contact information appears on the back
page of this document.
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FORWARD-LOOKING STATEMENTS
This document contains a number of forward-looking statements regarding
the financial condition, results of operations and business of BT Financial
Corporation and other companies. These statements may be made directly in this
document or may be incorporated in this document by reference to other
documents. These statements may also include references to periods following the
completion of our offer or other transactions described in this document. You
can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates," "intends," "plans," "may," "will" and
"potential" and for similar expressions. Forward-looking statements involve
substantial risks and uncertainties. Some of the factors that may cause actual
results to differ materially from those contemplated by the forward-looking
statements include, but are not limited to, the following possibilities:
o the timing and occurrence or non-occurrence of events, including the
conditions to our offer, may be subject to circumstances beyond our
control;
o there may be increases in competitive pressure among financial
institutions or from non-financial institutions;
o changes in the interest rate environment may reduce interest margins
or may adversely affect mortgage banking operations;
o changes in deposit flows, loan demand or real estate values may
adversely affect our business;
o changes in accounting principles, policies or guidelines may cause
our financial condition to be perceived differently;
o general economic conditions, either nationally or in some or all of
the states in which we do business, or conditions in securities
markets, the banking industry or the mortgage banking industry, may
be less favorable than we currently anticipate;
o legislation or regulatory changes may adversely affect our business;
o technological changes may be more difficult or expensive than we
anticipate;
o success or consummation of new business initiatives may be more
difficult or expensive than we anticipate; or
o litigation or other matters before regulatory agencies, whether
currently existing or commencing in the future, may delay the
occurrence or non-occurrence of events longer than we anticipate.
All subsequent written and oral forward-looking statements concerning our
offer or other matters addressed in this document and attributable to us or any
person acting on our behalf are qualified by these cautionary statements. We do
not undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated events.
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BT FINANCIAL'S TENDER OFFER
SECTION 1. NUMBER OF SHARES; PRICE; PRIORITY OF PURCHASE.
GENERAL. On the terms and subject to the conditions of our offer, we will
purchase 1,668,329 shares of our common stock, including the associated
preferred share purchase rights, or such lesser number of shares as are properly
tendered and not properly withdrawn in accordance with Section 4, at a price not
greater than $20.00 nor less than $18.00 per share, net to the seller in cash,
without interest.
The term "expiration date" with respect to our offer means 5:00 p.m., New
York City time, on Tuesday, October 31, 2000, unless we, in our sole discretion,
extend the period of time during which our offer will remain open. If extended
by us, the term "expiration date" will mean the latest time and date at which
our offer, as extended, will expire. See Section 15 for a description of our
right to extend, delay, terminate or amend our offer.
In accordance with Instruction 5 of the letter of transmittal,
shareholders desiring to tender shares must specify the price or prices, not
greater than $20.00 nor less than $18.00 per share, at which they are willing to
sell their shares. Prices may be specified in increments of $0.125.
Alternatively, shareholders desiring to tender shares can choose not to specify
a price and, instead, specify that they will sell their shares at the purchase
price selected by us for shares properly tendered in our offer. This could
result in the tendering shareholder receiving a price per share as low as
$18.00.
As soon as practicable following the expiration date, we will select the
purchase price for shares properly tendered and not properly withdrawn, taking
into account the number of shares tendered and the prices specified by tendering
shareholders. We will select the lowest purchase price between $18.00 and $20.00
net per share in cash, without interest, that will enable us to purchase
1,668,329 shares, or such lesser number of shares as are properly tendered.
Shares properly tendered at or below that purchase price and not properly
withdrawn will be purchased at the selected purchase price upon the terms and
conditions of our offer, including the odd lot, proration and conditional tender
provisions described below. If more than 1,668,329 shares are tendered at or
below the purchase price we select, shares tendered at or below the purchase
price will be subject to proration, except for odd lots. In accordance with the
rules of the Securities and Exchange Commission, we may, and we reserve the
right to, purchase in our offer an additional amount of shares, not to exceed 2%
of our outstanding common stock, without amending or extending our offer. See
Section 15.
All shares we purchase will be purchased at the same price, even if you
have specified a lower price. However, we will not purchase any shares tendered
at a price above the purchase price we select using the procedures described
above.
All shares tendered and not purchased, including shares tendered at prices
above the purchase price we select and shares not purchased because of proration
or the conditional tender procedures, will be returned to you at our expense as
soon as practicable following the expiration date.
On the letter of transmittal you can specify the order in which portions
of your shares will be purchased if, as a result of the proration provisions or
otherwise, some but not all of your tendered shares are purchased in our offer.
In addition, you can tender different portions of your shares at different
prices by completing separate letters of transmittal for each price at which you
tender shares.
You may withdraw your shares from our offer by following the procedures in
Section 4.
If we:
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o increase or decrease the range of prices to be paid for shares,
o increase the number of shares being sought in our offer by more than
2% of our outstanding common stock,
o decrease the number of shares being sought in our offer, or
o materially change the fees to be paid to our dealer managers,
then our offer must remain open, or will be extended, until at least ten
business days from, and including, the date that notice of any such change is
first published, sent or given in the manner described in Section 15. For
purposes of our offer, a "business day" means any day other than a Saturday,
Sunday or United States federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, New York City time.
In calculating the number of shares to be accepted for payment pursuant to
the procedures described in this document, we will add to the total number of
shares tendered at the minimum price of $18.00 the shares tendered by
shareholders who have indicated, in the appropriate box in the letter of
transmittal, that they are willing to accept the price determined in our offer.
Accordingly, shares tendered at the price determined in the offer will be
treated the same as shares tendered at $18.00. However, as discussed above,
shares properly tendered and accepted for purchase will all be purchased at the
same price, even if the purchase price we select is higher than the price at
which the shares were tendered.
Unless the context otherwise requires, all references to shares in this
document and the documents related to our offer include the associated preferred
share purchase rights, and, unless the rights are redeemed prior to the
expiration date of our offer, a tender of shares will also be a tender of the
associated preferred share purchase rights. See Section 8 for a description of
the rights and the agreement under which the rights were issued.
OUR OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. OUR OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7.
PRIORITY OF PURCHASES. Upon the terms and conditions of our offer, if
1,668,329 or fewer shares are properly tendered at prices equal to or below the
purchase price and not properly withdrawn, we will purchase all properly
tendered shares at the purchase price.
Upon the terms and conditions of our offer, if more than 1,668,329 shares
are properly tendered at prices equal to or below the purchase price and not
properly withdrawn, we will purchase properly tendered shares in the following
order:
o First, all shares properly tendered and not properly withdrawn by
any "odd lot holder" (as defined below) who:
o tenders all shares owned (beneficially or of record) by the
odd lot holder at a price equal to or below the purchase price
(tenders of less than all the shares owned will not qualify
for this preference); and
o completes the section entitled "Odd Lots" in the letter of
transmittal and, if applicable, in the notice of guaranteed
delivery; and
o Second, after the purchase of all the shares properly tendered by odd lot
holders and subject to the conditional tender procedures described in
Section 6, all other shares properly tendered at prices
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equal to or below the purchase price, on a pro rata basis with appropriate
adjustments to avoid purchases of fractional shares, as described below.
As a result, all the shares that you tender in our offer may not be
purchased, even if they are tendered at prices equal to or below the purchase
price. This will occur if we receive more than 1,668,329 properly tendered
shares at prices equal to or below the purchase price.
As we noted above, we may elect to purchase more than 1,668,329 shares in
our offer, subject to applicable law. If we do so, the preceding provisions will
apply to the greater number of shares.
ODD LOTS. For purposes of our offer, the term "odd lots" means all shares
properly tendered before the expiration date at prices equal to or below the
purchase price and not properly withdrawn by any person, referred to as an "odd
lot holder," who owns, beneficially or of record, a total of fewer than 100
shares (including any shares held in our automatic dividend reinvestment plan,
but not including any shares held in our 401(k) or defined benefit plans) and
certifies to that fact in the "Odd Lots" box on the letter of transmittal and,
if applicable, on the notice of guaranteed delivery. As set forth above, odd
lots will be accepted for payment before proration, if any, of the purchase of
other tendered shares. To qualify for this preference, an odd lot holder must
tender all shares owned, beneficially or of record, by the odd lot holder in
accordance with the procedures described in Section 3.
This preference is not available to partial tenders or to beneficial or
record holders of a total of 100 or more shares, even if these holders have
separate accounts or certificates representing fewer than 100 shares. This
preference is also not available to any shares held in either the BT Financial
Corporation 401(k) Plan for Banking Employees or the BT Financial Corporation
Defined Benefit Plan for Banking Employees.
Any odd lot holder wishing to tender all its shares pursuant to our offer
should complete the section entitled "Odd Lots" in the letter of transmittal
and, if applicable, in the notice of guaranteed delivery.
We also reserve the right, but will not be obligated, to purchase all
shares properly tendered by any shareholder who tenders all shares owned
beneficially or of record at or below the purchase price and who, as a result of
proration, would then own a total of fewer than 100 shares. If we exercise this
right, it will increase the number of shares that we are offering to purchase in
our offer by the number of shares purchased through the exercise of this right,
subject to applicable law.
PRORATION. If proration of tendered shares is required, we will determine
the proration percentage as soon as practicable following the expiration date.
Subject to the conditional tender procedures described in Section 6, proration
for each shareholder tendering shares, other than odd lot holders, will be based
on the ratio of the number of shares properly tendered and not properly
withdrawn by the shareholder to the total number of shares properly tendered and
not properly withdrawn by all shareholders other than odd lot holders at or
below the purchase price selected by us.
Because of the potential difficulty in determining the number of shares
properly tendered and not properly withdrawn, including shares tendered by
guaranteed delivery procedures as described in Section 3, and because of the odd
lot procedures described above and the conditional tender procedures described
in Section 6, we do not expect that we will be able to announce the final
proration percentage or commence payment for any shares purchased under our
offer until seven to ten business days after the expiration date. The
preliminary results of any proration will be announced by press release as soon
as practicable after the expiration date. Shareholders may obtain preliminary
proration information from the information agent/dealer manager and may be able
to obtain this information from their brokers.
As described in Section 14, the number of shares that we will purchase
from a shareholder under our offer may affect the United States federal income
tax consequences to that shareholder and, therefore,
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may be relevant to a shareholder's decision whether or not to tender shares. The
letter of transmittal affords each shareholder the opportunity to designate the
order of priority in which shares are to be purchased in the event of proration,
should a shareholder decide to do so for federal income tax reasons. In
addition, shareholders may choose to submit a "conditional tender" under the
procedures discussed in Section 6 in order to structure their tender for federal
income tax reasons.
SECTION 2. RECENT DEVELOPMENTS; PURPOSES OF OUR OFFER.
DEVELOPMENTS. On September 26, 2000 we announced that, as a result of a
comprehensive review, our board of directors had had approved the following
initiatives intended to enhance future growth and provide increased shareholder
value:
o This "modified Dutch auction" tender offer for a portion of the
shares of our common stock,
o The adoption of a new name for us, Promistar Financial Corporation,
effective November 15, 2000,
o The reorganization of our banking and financial services to a
multi-channel, market-driven delivery system, and
o The investment in a new e-commerce strategy.
These initiatives may or may not be successful in increasing shareholder
value. See our discussion of "Forward Looking Statements."
Each of these initiatives is discussed at greater length below.
NAME CHANGE. Effective November 15, 2000, we will begin operating under
the new name "Promistar Financial Corporation". Our NASDAQ ticker symbol will
become "PRFC" to reflect our name change. The 73 branches of our subsidiary,
Laurel Bank, will operate under the name of "Promistar Bank", and our
subsidiaries, Laurel Trust Company and Laurel Investment Advisors, will operate
as the "Promistar Trust Company" and the "Promistar Investment Advisors",
respectively.
CORPORATE REORGANIZATION. To maintain our competitive advantage, we will
reorganize into a multi-channel, market-driven organization that we believe will
blend new technology-based delivery alternatives with a more efficient branch
system. This will allow us to build a portfolio of branded businesses around a
distinct delivery platform and to allocate resources where potential returns are
the greatest.
INTERNET BANKING. On November 15, 2000, our new Internet banking services
will debut at http//:www.promistar.com. The explosion in Internet use is driving
the demand for alternative delivery systems. We have made significant
investments to maintain our electronic banking presence at the cutting edge of
technology. By anticipating and creating e-commerce solutions to customer needs,
we believe that we will be well-positioned to exploit future business
opportunities.
PURPOSES OF OUR OFFER. Given our newly announced initiatives, we believe
that shareholder value will be enhanced and that investment in our common stock
is a valuable investment opportunity. We are initiating our offer to enable you
to decide whether you desire to continue to be invested in BT Financial and take
part in our new initiatives or whether you desire to obtain current value for
your shares.
We believe that the purchase of shares is an attractive use of a portion
of BT Financial's available capital on behalf of our shareholders and is
consistent with our long-term goal of increasing shareholder
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value. We believe we have adequate sources of capital, including the financing
that we propose to enter into in connection with this offer, to complete the
share repurchase and pursue business opportunities.
Over time, our 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 more efficiently our capital base and to attempt to
maximize shareholder value, our management and board of directors believe that
the purchase of shares pursuant to the offer is a positive action that is
intended to accomplish the desired objectives.
The offer is designed to restructure our balance sheet in order to
increase return on equity and earnings per share by reducing the amount of
equity and shares outstanding. Based upon the current market price of our
shares, we believe the purchase of shares is an attractive use of funds.
Following the purchase of the shares, we believe funds provided by earnings,
combined with other sources of liquidity, will be fully adequate to meet our
funding needs for the foreseeable future. Upon completion of the offer, we
expect that BT Financial and our wholly-owned subsidiary bank, Laurel Bank, will
continue to maintain the highest regulatory standards for capital.
EFFECTS OF THE OFFER. As we described above, this offer will reduce the
number of issued and outstanding shares of common stock of BT Financial.
Accordingly, if you do not tender, your percentage ownership interest in BT
Financial after the offer will be greater than your percentage ownership
interest before the offer.
Of course, we may issue additional shares of common stock and other
securities at any time, and these issuances will reduce your percentage
ownership interest. As we discuss below, we also may purchase more of our stock,
which would have the effect of increasing your percentage ownership interest.
You may be able to sell shares that you do not tender or that are
otherwise not purchased in our offer on the NASDAQ or otherwise. We cannot
predict or assure you, however, as to the price at which you will be able to
sell your shares, which may be higher or lower than the purchase price paid by
us in this offer.
We do not have any current plans to purchase more shares of our common
stock. We may, however, do so in the future through purchases in the open
market, private transactions or other tender offers or through any other means.
Future purchases may be on terms that are more or less favorable to shareholders
than this offer. However, SEC Rules 14e-5 and 13e-4 generally prohibit us and
our affiliates from purchasing any shares outside of our offer until ten
business days after the expiration date of our offer, although there are some
exceptions. Any future purchases will depend on many factors, which include
market conditions and the condition of our business.
Shares that we acquire in our offer will be retained as treasury stock,
and will be available for us to issue without further shareholder action (except
as required by applicable law or the rules of the NASDAQ or any securities
exchange on which the shares are listed) for purposes including, without
limitation, acquisitions, raising additional capital and the satisfaction of
obligations under existing or future employee benefit or compensation programs
or stock plans or compensation programs for directors.
NEITHER WE NOR OUR BOARD OF DIRECTORS, NOR THE INFORMATION AGENT/DEALER
MANAGER MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR
NOT TENDER ANY SHARES OR AS TO THE PRICE OR PRICES AT WHICH SHAREHOLDERS MAY
CHOOSE TO TENDER THEIR SHARES. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY
SUCH RECOMMENDATION. SHAREHOLDERS SHOULD CAREFULLY EVALUATE ALL INFORMATION IN
OUR OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS, AND MAKE THEIR OWN
DECISIONS ABOUT
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WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR
PRICES AT WHICH TO TENDER. WE HAVE BEEN INFORMED THAT NONE OF OUR DIRECTORS OR
EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES IN THE TENDER OFFER.
OTHER TRANSACTIONS. Except as described in this document, we currently
have no plans, proposals or negotiations that relate to or would result in:
o an extraordinary transaction, such as a merger, reorganization or
liquidation, involving us or any of our subsidiaries,
o a purchase, sale or transfer of an amount of our assets or any of
our subsidiaries' assets that would be material to us and our
subsidiaries taken as a whole,
o a material change in our present dividend rate or policy, or in our
indebtedness or capitalization,
o any class of our equity securities ceasing to be authorized to be
quoted in the NASDAQ automated quotations system operated by a
national securities association,
o any class of our equity securities becoming eligible for termination
of registration under the Securities Exchange Act of 1934,
o a suspension of our obligation to file reports under the Exchange
Act,
o a change in our present board of directors or management,
o a material change in our corporate structure or business,
o an acquisition or disposition by any person of our securities, or
o a change in our certificate of incorporation, by-laws or other
governing documents or an action that could impede the acquisition
of control of us.
Although we do not currently have any plans, other than as described in
this document, that relate to or would result in any of the events discussed
above, as we continue to evaluate opportunities for increasing shareholder value
we may undertake or plan actions that relate to or could result in one or more
of these events.
SECTION 3. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For your shares to be properly tendered, either
(1) or (2) below must happen:
(1) The depositary must receive all of the following before or on the
expiration date at the depositary's address on the back page of this
document:
o one of (a) the certificates for the shares, (b) a confirmation
of receipt of the shares pursuant to the procedure for
book-entry transfer we describe below or (c) in the case of
shares held in our automatic dividend reinvestment plan,
completion of the appropriate sections of the letter of
transmittal, and
o one of (a) a properly completed and executed letter of
transmittal or a manually executed facsimile of it, including
any required signature guarantees, (b) an "agent's message" of
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the type we describe below in the case of a book-entry
transfer or (c) a specific acknowledgement in the case of a
tender through the "automated tender offer program" we
describe below, and
o any other documents required by the letter of transmittal.
(2) You must comply with the guaranteed delivery procedure set forth
below.
In accordance with Instruction 5 of the letter of transmittal, if you want
to tender your shares you must properly complete the pricing section of the
letter of transmittal, which is called "Price At Which You Are Tendering":
o If you wish to maximize the chance that your shares will be
purchased at the purchase price determined by us, you should
check the box in this section of the letter of transmittal
next to "Shares tendered at price determined pursuant to the
offer." This means that you will accept the purchase price
selected by us in accordance with the terms of our offer. Note
that this election could result in your shares being purchased
at the minimum price of $18.00 per share.
o If you wish to indicate a specific price (in multiples of
$0.125) at which your shares are being tendered, you must
check ONE box in this section under "Shares tendered at a
price determined by you." You should be aware that this
election could mean that none of your shares will be purchased
if you choose a price that is higher than the purchase price
we eventually select after the expiration date.
If you want to tender portions of your shares at different prices you must
complete a separate letter of transmittal for each portion of your shares that
you want to tender at a different price. However, the same shares cannot be
tendered (unless properly withdrawn previously in accordance with Section 4 at
more than one price. To tender shares properly, one and only one price box must
be checked in the "Price At Which You Are Tendering" section on each letter of
transmittal.
In addition, odd lot holders who tender all shares must complete the
section captioned "Odd Lots" in the letter of transmittal and, if applicable, in
the notice of guaranteed delivery, to qualify for the preferential treatment
available to odd lot holders as set forth in Section 1.
If you tender your shares directly to the depositary, you will not need to
pay any brokerage commissions. If you hold shares through a broker or bank,
however, you should ask your broker or bank to see if you will be charged a fee
to tender your shares through the broker or bank.
Participants in our automatic dividend reinvestment plan should follow the
instructions in the letter of transmittal to tender properly shares held in
their program account.
ENDORSEMENTS AND SIGNATURE GUARANTEES. Depending on how your shares are
registered and to whom you want payments or deliveries made, you may need to
have your certificates endorsed and the signatures on the letter of transmittal
and endorsement guaranteed by an "eligible guarantor institution," as such term
is defined in Rule 17Ad-15 under the Exchange Act. No endorsement or signature
guarantee is required if:
o the letter of transmittal is signed by the registered holder of the
shares tendered (which, for purposes of this Section 3, includes any
participant in The Depository Trust Company, referred to as the
"book-entry transfer facility," whose name appears on a security
position listing as the owner of the shares) exactly as the name of
the registered holder appears on the certificate(s) for the shares
and payment and delivery are to be made directly to the holder,
unless the holder has
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completed either the box captioned "Special Delivery Instructions"
or the box captioned "Special Payment Instructions" on the letter of
transmittal; or
o shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity that is a member
in good standing of the Securities Transfer Agents Medallion Program
or a bank, broker, dealer, credit union, savings association or
other entity that is an eligible guarantor institution.
See Instruction 1 of the letter of transmittal.
On the other hand, if a certificate for shares is registered in the name
of a person other than the person executing a letter of transmittal or you are
completing either the box captioned "Special Delivery Instructions" or the box
captioned "Special Payment Instructions" on the letter of transmittal, then
o your certificates must be endorsed or accompanied by an appropriate
stock power, in either case signed exactly as the name of the
registered holder appears on the certificates, and
o the signature on (1) the letter of transmittal and (2) on your
certificates or stock power must be guaranteed by an eligible
guarantor institution.
METHOD OF DELIVERY. Payment for shares tendered and accepted for payment
under our offer will be made only after timely receipt by the depositary of all
of the following:
o certificates for such shares or a timely confirmation of the
book-entry transfer of such shares into the depositary's account at
the book-entry transfer facility as described below or, in the case
of shares held in our dividend reinvestment program, completion of
the appropriate sections of the letter of transmittal,
o any of a properly completed and duly executed letter of transmittal
or a manually signed facsimile thereof, an agent's message in the
case of a book-entry transfer or the specific acknowledgement in the
case of a tender through the automated tender offer program, and
o any other documents required by the letter of transmittal.
THE METHOD OF DELIVERING ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR ELECTION
AND RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.
ALL DELIVERIES IN CONNECTION WITH OUR OFFER, INCLUDING A LETTER OF
TRANSMITTAL AND CERTIFICATES FOR SHARES, MUST BE MADE TO THE DEPOSITARY AND NOT
TO US, THE DEALER MANAGER/INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY.
ANY DOCUMENTS DELIVERED TO US, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND
THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
BOOK-ENTRY DELIVERY. The depositary will establish an account with respect
to the shares for purposes of our offer at the book-entry transfer facility
within two business days after the date of this document. Any institution that
is a participant in the book-entry transfer facility's system may make
book-entry delivery of the shares by causing the book-entry transfer facility to
transfer shares into the depositary's account in accordance with the book-entry
transfer facility's procedures for transfer.
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Even if delivery of shares is made through a book-entry transfer into the
depositary's account at the book-entry transfer facility, either (1) or (2)
below must occur:
(1) The depositary must receive all of the following before or on the
expiration date at the depositary's address on the back page of this
document:
o one of (a) a properly completed and executed letter of
transmittal or a manually executed facsimile of it, including
any required signature guarantees, (b) an agent's message as
described below in the case of a book-entry transfer or (c) a
specific acknowledgement in the case of a tender through the
automated tender offer program, and
o any other documents required by the letter of transmittal; or
(2) The guaranteed delivery procedure described below must be followed.
Delivery of the letter of transmittal or any other required documents to
the book-entry transfer facility does not constitute delivery to the depositary.
The term "agent's message" means a message transmitted by the book-entry
transfer facility to, and received by, the depositary, which states that the
book-entry transfer facility has received an express acknowledgment from the
participant in the book-entry transfer facility tendering the shares that such
participant has received and agrees to be bound by the terms of the letter of
transmittal and that we may enforce such agreement against them.
Participants in the book-entry transfer facility also may tender their
shares in accordance with the "automated tender offer program" to the extent it
is available to them for the shares they wish to tender. A shareholder tendering
through the automated tender offer program must expressly acknowledge that the
shareholder has received and agrees to be bound by the letter of transmittal and
that we may enforce such agreement against them.
GUARANTEED DELIVERY. If you want to tender your shares but your share
certificates are not immediately available or cannot be delivered to the
depositary before the expiration date, the procedure for book-entry transfer
cannot be completed on a timely basis, or if time will not permit all required
documents to reach the depositary before the expiration date, you can still
tender your shares, if all of the following conditions are satisfied:
o the tender is made by or through an eligible guarantor institution;
o the depositary receives by hand, mail, overnight courier or
facsimile transmission, before the expiration date, a properly
completed and duly executed notice of guaranteed delivery in the
form we have provided with this document, specifying the price at
which shares are being tendered, including (where required) a
signature guarantee by an eligible guarantor institution in the form
set forth in the notice of guaranteed delivery; and
o all of the following are received by the depositary within three
NASDAQ trading days after the date of receipt by the depositary of
the notice of guaranteed delivery:
o one of (a) the certificates for the shares, (b) a confirmation
of receipt of the shares pursuant to the procedure for
book-entry transfer we describe above or (c) in the case of
shares held in our automatic dividend reinvestment plan,
completion of the appropriate sections of the letter of
transmittal, and
o one of (a) a properly completed and executed letter of
transmittal or a manually executed facsimile of it, including
any required signature guarantees, (b) an "agent's message" of
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the type we describe above in the case of a book-entry
transfer or (c) a specific acknowledgement in the case of a
tender through the "automated tender offer program" we
describe above, and
o any other documents required by the letter of transmittal.
PENSION PLANS. If you are a participant in either the BT Financial
Corporation 401(k) Plan for Banking Employees or the BT Financial Corporation
Defined Benefit Plan for Banking Employees you may not tender any of the shares
allocated to your account(s). Rather, Laurel Trust Company, as trustee of both
plans, will decide whether to tender, and, if so, how many shares to tender and
the prices at which to tender. Laurel Trust Company has informed us that as of
the date hereof they do not intend to tender any shares held in either the BT
Financial Corporation 401(k) Plan for Banking Employees or the BT Financial
Corporation Defined Benefit Plan for Banking Employees.
These plans are prohibited from selling shares to us for a price that is
less than the prevailing market price. Accordingly, if Laurel Trust Company, as
trustee of both plans, elects to tender shares at a price that is lower than the
prevailing market price of our common stock at the expiration date, the tender
price elected by Laurel Trust Company will be deemed to have been increased to
the closest tender price that is not less than the closing price of our common
stock on the NASDAQ on the expiration date. In addition, our Retirement Plan
Committee, as a fiduciary for these pension plans, has the authority to revoke
tender directions if it determines that sale of the shares may not meet the
standards of the Employee Retirement Income Security Act of 1974.
The proceeds received from any tender of shares from a participant's
pension plan account will be reinvested pro rata in accordance with the
participant's current investment directions for new contributions to that plan.
However, if the participant's current investment directions for new
contributions provide that some or all of the contributions are to be invested
in our common stock, then that portion of the tender proceeds will be invested
in a money market fund. Once the tender proceeds have been credited to the
participant's pension plan account, the participant may reallocate his or her
investments among the various investment funds under the pension plan in the
usual manner.
AUTOMATIC DIVIDEND REINVESTMENT PLAN. If you are a participant in our
automatic dividend reinvestment plan and you wish to tender shares held in your
plan account, you must complete the box in the letter of transmittal entitled
"Tender of Shares Held in BT Financial Automatic Dividend Reinvestment Plan."
Shares credited to your plan account under the automatic dividend reinvestment
plan will be tendered by Laurel Trust Company, as administrator of the program,
according to the instructions provided in the appropriate places in the letter
of transmittal. As with the tender of other shares, shares in program accounts
for which the program administrator has not received timely instructions prior
to the expiration date of our offer will not be tendered. You may direct that
all or a portion of the shares held in your program account be tendered by the
program administrator. All of our directors and executive officers have informed
us that they do not intend to tender any shares held by them in our automatic
dividend reinvestment plan into our offer.
The automatic dividend reinvestment plan is available only to shareholders
of record. Accordingly, the participants in the automatic dividend reinvestment
plan will receive all documents furnished to shareholders generally in
connection with the offer. No additional documents will be delivered. You are
urged to read the letter of transmittal carefully.
DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of shares
to be accepted, the price to be paid for shares to be accepted and the validity,
form, eligibility (including time of receipt) and acceptance for payment of any
tender of shares will be determined by us, in our sole discretion, and our
determination will be final and binding on all parties. We reserve the absolute
right to reject any or all tenders of any shares that we determine are not in
proper form or the
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acceptance for payment of or payment for which we determine may be unlawful. We
also reserve the absolute right to waive any of the conditions of our offer or
any defect or irregularity in any tender with respect to any particular shares
or any particular shareholder and our interpretation of the terms of our offer
will be final and binding on all parties. No tender of shares will be deemed to
have been properly made until all defects or irregularities have been cured by
the tendering shareholder or waived by us. Unless waived, any defects and
irregularities in connection with tenders must be cured within the time period,
if any, we determine. Neither we, nor any of the depositary, the information
agent/dealer manager or any other person will be under any duty to give
notification of any defects or irregularities in any tender or incur any
liability for failure to give any such notification.
YOUR REPRESENTATION AND WARRANTY; OUR ACCEPTANCE CONSTITUTES AN AGREEMENT.
A tender of shares under any of the procedures described above will constitute
your acceptance of the terms and conditions of our offer, as well as your
representation and warranty to us that:
o you have a "net long position" in the shares or equivalent
securities at least equal to the shares tendered within the meaning
of Rule 14e-4 promulgated by the SEC under the Exchange Act, and
o the tender of shares complies with Rule 14e-4.
It is a violation of Rule 14e-4 for a person, directly or indirectly, to
tender shares for that person's own account unless, at the time of tender and at
the end of the proration period, the person so tendering
o has a net long position equal to or greater than the amount tendered
in the subject securities or securities immediately convertible
into, or exchangeable or exercisable for, the subject securities,
and
o will deliver or cause to be delivered the shares in accordance with
the terms of the tender offer.
Rule 14e-4 provides a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person.
Our acceptance for payment of shares tendered under our offer will
constitute a binding agreement between you and us upon the terms and conditions
of our offer described in this and related documents.
RETURN OF UNPURCHASED SHARES. If any tendered shares are not purchased or
are properly withdrawn, or if less than all shares evidenced by a shareholder's
certificates are tendered, certificates for unpurchased shares will be returned
as soon as practicable after the expiration or termination of our offer or the
proper withdrawal of the shares, as applicable. In the case of shares tendered
by book-entry transfer at the book-entry transfer facility, the shares will be
credited to the appropriate account maintained by the tendering shareholder at
the book-entry transfer facility. In each case, shares will be returned or
credited without expense to the shareholder.
FEDERAL BACKUP WITHHOLDING TAX. Under the United States federal backup
withholding tax rules, 31% of the gross proceeds payable to a shareholder or
other payee in the tender offer must be withheld and remitted to the United
States Treasury, unless the shareholder or other payee provides such person's
taxpayer identification number (employer identification number or social
security number) to the depositary and certifies under penalties of perjury that
such number is correct or otherwise establishes an exemption. If the depositary
is not provided with the correct taxpayer identification number or another
adequate basis for exemption, the holder may be subject to certain penalties
imposed by the Internal Revenue Service. Therefore, each tendering shareholder
should complete and sign the substitute Form W-9 included as part of the letter
of transmittal in order to provide the information and certification necessary
to avoid backup withholding, unless such shareholder otherwise establishes to
the satisfaction of the depositary that the shareholder is not subject to backup
withholding.
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Certain shareholders (including, among others, all corporations and
certain foreign shareholders (in addition to foreign corporations)) are not
subject to these backup withholding rules. In order for a foreign shareholder to
qualify as an exempt recipient, that shareholder must submit an IRS Form W-8 or
a Substitute Form W-8, signed under penalties of perjury, attesting to that
shareholder's exempt status. The applicable form can be obtained from the
depositary. See Instruction 13 of the letter of transmittal.
TO PREVENT FEDERAL BACKUP WITHHOLDING TAX EQUAL TO 31% OF THE GROSS
PAYMENTS MADE TO SHAREHOLDERS FOR SHARES PURCHASED UNDER OUR OFFER, EACH
SHAREHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING
MUST PROVIDE THE DEPOSITARY WITH THE SHAREHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND PROVIDE OTHER INFORMATION BY COMPLETING THE SUBSTITUTE
FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.
For a discussion of United States federal income tax consequences to
tendering shareholders, see Section 14.
LOST OR DESTROYED CERTIFICATES. If your certificate for part or all of
your shares has been lost, stolen, misplaced or destroyed, you should contact
Laurel Trust Company, the transfer agent for our shares, at 800-542-5978 (toll
free), for instructions as to obtaining an affidavit of loss. The affidavit of
loss will then be required to be submitted together with the letter of
transmittal in order to receive payment for shares that are tendered and
accepted for payment. A bond may be required to be posted by you to secure
against the risk that the certificates may be subsequently recirculated. You are
urged to contact Laurel Trust Company immediately in order to receive further
instructions, to permit timely processing of this documentation and for a
determination as to whether you will need to post a bond.
SECTION 4. WITHDRAWAL RIGHTS.
Shares tendered may be withdrawn at any time before the expiration date
and, unless accepted for payment by us after the expiration date, may also be
withdrawn at any time after 12:00 midnight, New York City time, on Wednesday,
November 29, 2000. Except as otherwise provided in this Section 4, tenders of
shares are irrevocable.
For a withdrawal to be effective, a written notice of withdrawal must be
timely received by the depositary at its address or facsimile number appearing
on the back page of this document. Any notice of withdrawal must specify the
name of the tendering shareholder, the number of shares to be withdrawn and the
name of the registered holder of the shares. If the certificates for shares to
be withdrawn have been delivered or otherwise identified to the depositary,
then, before the release of such certificates, the serial numbers shown on such
certificates must be submitted to the depositary and the signature(s) on the
notice of withdrawal must be guaranteed by an eligible guarantor institution,
unless the shares have been tendered for the account of an eligible guarantor
institution.
If shares have been tendered under the procedure for book-entry transfer
set forth in Section 3, any notice of withdrawal also must specify the name and
the number of the account at the book-entry transfer facility to be credited
with the withdrawn shares and must otherwise comply with the book-entry transfer
facility's procedures.
All questions as to the form and validity (including the time of receipt)
of any notice of withdrawal will be determined by us, and our determination will
be final and binding. Neither we, nor any of the depositary, the information
agent/dealer manager or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
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Withdrawals may not be rescinded, and any shares properly withdrawn will
thereafter be deemed not properly tendered for purposes of our offer unless the
withdrawn shares are properly re-tendered before the expiration date by
following one of the procedures described in Section 3.
If we extend our offer, if we are delayed in our purchase of shares or are
unable to purchase shares under our offer for any reason, then, without
prejudice to our rights under our offer, the depositary may, subject to
applicable law, retain tendered shares on our behalf, and such shares may not be
withdrawn except to the extent tendering shareholders are entitled to withdrawal
rights as described in this Section 4.
SECTION 5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and conditions of our offer, as soon as practicable
following the expiration date, we will:
o select the purchase price we will pay for shares properly tendered
and not properly withdrawn, taking into account the number of shares
so tendered and the prices specified by tendering shareholders, and
o accept for payment and pay for, and thereby purchase, shares
properly tendered at prices equal to or below the purchase price we
select and not properly withdrawn.
For purposes of our offer, we will be deemed to have accepted for payment
and therefore purchased shares that are properly tendered at or below the
purchase price and not properly withdrawn, subject to the odd lot priority,
conditional tender and proration provisions of our offer, only when, as and if
we give oral or written notice to the depositary of our acceptance of the shares
for payment.
Upon the terms and conditions of our offer, as soon as practicable after
the expiration date, we will accept for payment and pay a single per share
purchase price for 1,668,329 shares, subject to increase or decrease as provided
in Sections 1 and 15, if properly tendered and not properly withdrawn, or such
lesser number of shares as are properly tendered and not properly withdrawn, at
prices between $18.00 and $20.00 per share.
We will pay for shares purchased under our offer by depositing the
aggregate purchase price for the shares with the depositary, which will act as
agent for tendering shareholders for the purpose of receiving payment from us
and transmitting payment to the tendering shareholders.
In the event of proration, we will determine the proration percentage and
pay for those tendered shares accepted for payment as soon as practicable after
the expiration date. However, we do not expect to be able to announce the final
results of any proration or to be able to commence payment for shares purchased
until approximately seven to ten business days after the expiration date.
We will not pay interest on the purchase price regardless of any delay in
making such payment. In addition, if certain events occur, we may not be
obligated to purchase shares in our offer. See the conditions to our offer in
Section 7.
We will pay all stock transfer taxes, if any, payable on the transfer to
us of shares purchased under our offer. If, however, (a) payment of the purchase
price is to be made to any person other than the registered holder, (b) shares
not tendered or rejected for purchase are to be registered in the name of any
person other than the registered holder, or (c) certificates representing
tendered shares are registered in the name of any person other than the person
signing the letter of transmittal, the amount of all stock transfer taxes, if
any (whether imposed on the registered holder the other person or otherwise),
payable on account of the transfer to the other person, will be deducted from
the purchase price unless satisfactory evidence
21
<PAGE>
of the payment of the stock transfer taxes, or exemption therefrom, is
submitted. See Instruction 7 of the letter of transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF
TRANSMITTAL MAY BE SUBJECT TO FEDERAL INCOME BACKUP WITHHOLDING TAX OF 31% OF
THE GROSS PROCEEDS PAID TO THE SHAREHOLDER OR OTHER PAYEE UNDER OUR OFFER. SEE
SECTION 3. ALSO SEE SECTION 14 REGARDING ADDITIONAL UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES.
SECTION 6. CONDITIONAL TENDER PROCEDURES.
Under certain circumstances and subject to the exceptions for odd lot
holders described in Section 1, we may prorate the number of shares purchased
pursuant to our offer. As discussed in Section 14, the number of shares to be
purchased from a particular shareholder may affect the tax treatment of the
purchase to the shareholder and the shareholder's decision whether to tender.
The conditional tender alternative is made available so that a shareholder may
seek to structure the purchase of shares pursuant to our offer in such a manner
that the purchase will be treated as a sale of such shares by the shareholder,
rather than the payment of a dividend to the shareholder, for federal income tax
purposes. Accordingly, a shareholder may tender shares subject to the condition
that all or a specified minimum number of the shareholder's shares tendered
pursuant to a letter of transmittal or notice of guaranteed delivery must be
purchased if any of the shareholder's tendered shares are purchased. If you are
an odd lot holder and you tender all of your shares, you cannot conditionally
tender, since your shares will not be subject to proration. EACH SHAREHOLDER IS
URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR.
If you wish to make a conditional tender you must indicate this in the box
captioned "Conditional Tender" in the letter of transmittal or, if applicable,
the notice of guaranteed delivery. In this box in the letter of transmittal or
the notice of guaranteed delivery, you must calculate and appropriately indicate
the minimum number of shares that must be purchased if any are to be purchased.
After our offer expires, if greater than 1,668,329 shares are properly tendered
and not properly withdrawn and we must prorate our acceptance of and payment for
tendered shares, we will calculate a preliminary proration percentage based upon
all shares properly tendered, conditionally or unconditionally. If the effect of
this preliminary proration would be to reduce the number of shares to be
purchased from any shareholder below the minimum number specified by that
shareholder, the conditional tender will automatically be regarded as withdrawn,
unless chosen by lot for reinstatement as discussed in the next paragraph.
After giving effect to these withdrawals, we will accept the remaining
shares properly tendered, conditionally or unconditionally, on a pro rata basis,
if necessary. If we are able to purchase all of the remaining tendered shares
and the number that we would purchase would be below 1,668,329, then, to the
extent feasible, we will select enough of the conditional tenders that would
otherwise have been deemed withdrawn to permit us to purchase 1,668,329 shares.
In selecting among these conditional tenders, we will select by random lot and
will select only from shareholders who tendered all of their shares. Upon
selection by lot, if any, we will limit our purchase in each case to the
designated minimum number of shares to be purchased.
All shares tendered by a shareholder subject to a conditional tender
pursuant to the letter of transmittal or notice of guaranteed delivery, regarded
as withdrawn as a result of proration and not eventually purchased will be
returned as soon as practicable after the expiration date without any expense to
the shareholder.
22
<PAGE>
SECTION 7. CONDITIONS OF OUR OFFER.
Notwithstanding any other provision of our offer, we will not be required
to accept for payment, purchase or pay for any shares tendered, and may
terminate or amend our offer or may postpone the acceptance for payment of, or
the purchase of and the payment for shares tendered, subject to the rules
promulgated by the SEC under the Exchange Act, if, at any time on or after
September 29, 2000 and before our acceptance for payment of properly tendered
shares, any of the following events have occurred (or have been determined by us
to have occurred) that, in our reasonable judgment makes it inadvisable for us
to proceed with our offer or with acceptance for payment:
o there has been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
domestic or foreign, before any court, authority, agency or tribunal
that directly or indirectly challenges the making of our offer, the
acquisition of some or all of the shares under our offer or
otherwise relates in any manner to our offer, including the other
conditions to our offer;
o there has been any action threatened, pending or taken, or approval
withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced or deemed to be applicable to our offer
or to us or any of our subsidiaries, by any court or any authority,
agency or tribunal that, in our reasonable judgment, would or might
directly or indirectly
o make the acceptance for payment of, or payment for, some or
all of the shares illegal or otherwise restrict or prohibit
completion of our offer; or
o delay or restrict our ability, or render us unable, to accept
for payment or pay for some or all of the shares;
o there has occurred any of the following:
o any general suspension of trading in, or limitation on prices
for, securities on any national securities exchange or in the
over-the-counter market in the United States;
o the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States;
o the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly
involving the United States or any of its territories;
o any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any
event, or any disruption or adverse change in the financial or
capital markets generally or the market for loan syndications
in particular, that, in our reasonable judgment, might affect,
the extension of credit by banks or other lending institutions
in the United States;
o any significant decrease in the market price of our common
stock or any change in the general political, market, economic
or financial conditions in the United States or abroad that
could, in our reasonable judgment, have a material adverse
effect on our business, operations or prospects or the trading
of our common stock;
o any change or changes in the business, financial condition,
assets, income, operations, prospects or stock ownership of us
or our subsidiaries that, in our reasonable judgment, is or
may be material and adverse to us or our subsidiaries; or
23
<PAGE>
o we shall have failed to enter into definitive agreements to borrow
up to at least an aggregate of $30,000,000 from SunTrust Bank
Atlanta and/or The Northern Trust Company.
The conditions to our offer are for our sole benefit and may be asserted
by us regardless of the circumstances (including any action or inaction by us)
giving rise to any such condition and, where permissible, may be waived by us,
in whole or in part at any time and from time to time in our sole discretion.
Our failure at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any right, and each right shall be deemed an ongoing right
which may be asserted at any time and from time to time. Any determination or
judgment by us concerning the events described above will be final and binding
on all parties.
SECTION 8. PRICE RANGE OF SHARES; DIVIDENDS; OUR RIGHTS AGREEMENT.
SHARE PRICES. Our common stock is traded in the over-the-counter market
and is listed in the NASDAQ - National Market System under the trading symbol
"BTFC." The following table sets forth, for the fiscal quarters indicated, the
intraday high and low sales prices per share on the NASDAQ and the cash
dividends declared per share of our common stock. The data below has been
adjusted to reflect the 5% stock dividend distributed on February 1, 2000 and
the 2-for-1 stock split effected in the form of a stock dividend distributed on
May 1, 1998.
HIGH LOW DIVIDEND
--------------------------------------------------------------------------------
1998
--------------------------------------------------------------------------------
First Quarter $27.262 $23.333 $0.14
--------------------------------------------------------------------------------
Second Quarter 29.524 23.571 0.15
--------------------------------------------------------------------------------
Third Quarter 27.143 20.952 0.15
--------------------------------------------------------------------------------
Fourth Quarter 27.619 22.619 0.16
--------------------------------------------------------------------------------
1999
--------------------------------------------------------------------------------
First Quarter $28.333 $24.286 $0.16
--------------------------------------------------------------------------------
Second Quarter 26.667 22.738 0.17
--------------------------------------------------------------------------------
Third Quarter 24.524 20.00 0.19
--------------------------------------------------------------------------------
Fourth Quarter 26.488 20.00 0.19
--------------------------------------------------------------------------------
2000
--------------------------------------------------------------------------------
First Quarter $22.50 $14.625 $0.20
--------------------------------------------------------------------------------
Second Quarter 20.75 14.00 0.21
--------------------------------------------------------------------------------
Third Quarter, through 19.063 15.625 0.21
September 25, 2000
--------------------------------------------------------------------------------
On September 25, 2000, a date close to the date of this document, the
closing price of our common stock on the NASDAQ was $16.50. WE URGE YOU TO
OBTAIN MORE CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK.
RIGHTS AGREEMENT. Each share of BT Financial common stock has attached to
it one right issued pursuant to the Rights Agreement, dated as of March 27,
1991, between BT Financial and BT Management Trust Company, as rights agent.
Each right entitles its holder to purchase four one-thousandths (.004) of
a share of BT Financial Series A Preferred Stock at an exercise price of $17.85,
after the distribution date, which is after the close of business on the tenth
day following the earlier to occur of:
o the date on which a person or group of affiliated or associated
persons ("acquiring person"), other than (A) us, (B) any of our
subsidiaries, (C) any employee benefit plan or employee stock plan
of
24
<PAGE>
BT Financial or of any subsidiary of BT Financial, (D) any trust or
trustee, or person acting as trustee or other entity organized,
appointed, established or holding BT Financial's voting stock
pursuant to the terms of any such plan or (E) any person or group of
affiliated or associated persons which is eligible, pursuant to Rule
13d-1(b) under the Exchange Act, to file a statement on Schedule 13G
with respect to its or their beneficial ownership of voting stock of
BT Financial, whether or not such person or group has filed a
Statement on Schedule 13G, unless such person or any of its
affiliates or associates has filed a Statement on Schedule 13D with
respect to beneficial ownership by any one or more of them of 10% or
more of the voting power of BT Financial ("exempt person"), has
acquired, or obtained the right to acquire, beneficial ownership of
shares of voting stock having 10% or more of the voting power of BT
Financial and the public announcement of such, or
o the commencement of, or public announcement of an intention to make,
a tender or exchange offer (other than a tender or exchange offer by
an Exempt Person) which, if consummated, would result in the
beneficial ownership of shares of voting stock having 10% or more of
the voting power of BT Financial, even if no shares are actually
purchased pursuant to such offer.
The rights will expire on the earlier of:
o the close of business on April 15, 2001,
o redemption, as described below, or
o an exchange for common stock, as described below.
The number of shares of our Series A Preferred Stock issuable upon
exercise of the rights and the exercise price are subject to certain adjustments
from time to time in the event of a stock dividend on, or a subdivision or
combination of, our common stock. The exercise price is subject to adjustment in
the event of extraordinary distributions of cash or other property to holders of
shares of our common stock.
Unless the rights are earlier redeemed or exchanged, if (a) at any time
after there is an acquiring person, BT Financial were to be involved in a merger
or other business combination (in which any shares of our common stock are
changed into or exchanged for other securities or assets) or (b) more than 50%
of the assets or earning power of BT Financial and our subsidiaries (taken as a
whole) were to be sold or transferred to an acquiring person in one or a series
of related transactions, the rights agreement provides that proper provision
must be made so that each holder of record of a right will from and after such
date have the right to receive, upon payment of the exercise price, that number
of shares of common stock of the acquiring company having a fair market value at
the time of such transaction equal to two times the exercise price.
In addition, unless the rights are earlier redeemed or exchanged,
o if we were to be the surviving corporation in a merger or other
business combination with an acquiring person and our common stock
remained outstanding (none of which shares were changed into or
exchanged for other securities or assets), or
o if an acquiring person engages in any of a number of "self-dealing"
transactions with us specified in the rights agreement, or
o if any person (other than an exempt person) or group of affiliated
or associated persons becomes the beneficial owner of shares of
voting stock having more than 10% of our voting power (other than by
purchase pursuant to an all cash tender offer for all the voting
stock which purchase
25
<PAGE>
increases such person's beneficial ownership to 85% or more of the
outstanding voting power of our voting stock), or
o if during such time as there is any acquiring person, there is a
reclassification of securities (including any reverse stock split)
or any recapitalization or reorganization of BT Financial or any
merger or consolidation of us with any of our subsidiaries or any
other transaction or series of transactions involving us or any of
our subsidiaries any of which has the effect, directly or
indirectly, of increasing by more than 1% the proportionate share of
the outstanding shares of any class of our equity or any of our
subsidiaries or securities exercisable for or convertible into our
equity securities or our subsidiaries beneficially owned directly or
indirectly by any acquiring person or any affiliate and/or associate
of any acquiring person,
the rights agreement provides that proper provision must be made so that each
holder of record of a right, other than the acquiring person (whose rights will
thereupon become null and void), will thereafter have the right to receive, upon
payment of the exercise price, that number of shares of our Series A Preferred
Stock having a fair market value at the time of such transaction equal to two
times the exercise price.
Your board of directors may, at its option, at any time after any person
becomes an acquiring person, exchange all or part of the then outstanding and
exercisable rights (except for rights beneficially owned by an acquiring person
or by an associate or affiliate of one and which have become void) for BT
Financial common stock at an exchange ratio of one share of our common stock per
right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after March 27, 1991. Notwithstanding the
foregoing, your board of directors is not empowered to effect such exchange at
any time after any person (other than an exempt person), together with all
affiliates and associates of such person, becomes the beneficial owner of 50% or
more of the then outstanding voting power. In any such exchange, we may
substitute Series A Preferred Stock (or shares having the same rights,
privileges and preferences) for BT Financial common stock exchangeable for
rights at the rate set forth in the rights agreement.
At any time at or prior to the close of business on the fifteenth day
after a public announcement that a person has become an Acquiring Person, your
board of directors may redeem the rights in whole, but not in part, at a price
of $.004 per right. Immediately upon the action of your board of directors
authorizing redemption of the rights, the right to exercise the rights will
terminate and the only right of the holders of rights will be to receive the
redemption price.
Until a right is exercised, the holders, as such, will have no rights as a
shareholder of BT Financial, including, without limitation, the right to vote or
to receive dividends.
A description of the rights agreement specifying the terms of the rights
has been included in reports filed by us with the SEC. The description above
does not purport to be a complete description and it is qualified in all
respects by reference to the rights agreement included in BT Financial's Form
8-A filed April 26, 1991. This Form 8-A, as amended, is incorporated by
reference into this document.
SECTION 9. SOURCE AND AMOUNT OF FUNDS.
Assuming that 1,668,329 shares are tendered in the offer at a price
between $18.00 and $20.00 per share, the aggregate purchase price paid by us
will be between $30,029,922 and $33,366,580. We expect that our fees and
expenses for the offer will be approximately $250,000.
We have received commitments from SunTrust Bank Atlanta and The Northern
Trust Company, subject to the negotiation and execution of definitive
documentation, to lend to us up to an aggregate of $30,000,000. The commitments
provide that the loans from SunTrust Bank Atlanta and The Northern Trust Company
will have identical terms and conditions. Each loan will be in the principal
amount of
26
<PAGE>
$15,000,000. The loans are expected to bear interest at the New York Federal
Reserve Effective Funds rate plus .90%, LIBOR plus 1.00% or prime less 1.00%, as
determined by the borrower. These loans will mature 364 days from their closing
and are renewable for additional one year terms upon 60 days prior notice to the
lender, subject to the lender's approval. These loans are expected to be secured
by a negative pledge on investments held in Bedford Associates of Delaware,
Inc., a Delaware investment company and wholly-owned subsidiary of BT Financial.
The definitive documentation for these loans will also contain representations
and warranties, covenants and other terms customary for loans of this type.
In the event that SunTrust Bank Atlanta does not loan to us the
contemplated $15,000,000, The Northern Trust Company has agreed to lend us up to
$30,000,000 upon the terms and conditions described in the preceding paragraph.
We anticipate that we will have all of the funds necessary to purchase
shares tendered in our offer, as well as to pay related fees and expenses, from
borrowings from SunTrust Bank Atlanta and/or The Northern Trust Company and
available cash. We intend to repay these loans from working capital, including
dividends from our subsidiaries. In addition, we plan to negotiate a long-term
facility to replace these loans.
SECTION 10. INFORMATION ABOUT US.
GENERAL. We are a bank holding company registered under federal law and
incorporated in Pennsylvania. We have one banking subsidiary, Laurel Bank, which
is a member of the Federal Reserve System. Laurel Bank conducts business through
a network of 73 offices located throughout southwestern Pennsylvania and
provides a full range of financial services to individuals, businesses and
governmental bodies, including accepting demand, savings and time deposits, safe
deposit facilities, electronic banking services, debit cards, money transfer
services, and other banking services. Lending services include consumer, real
estate, commercial and industrial loans. We have six non-bank subsidiaries:
Laurel Trust Company, a trust company which provides trust and investment
services, Laurel Community Development Corporation, a corporation which conducts
community development activities, Bedford Associates Inc., which holds and
leases property, Bedford Associates of Delaware, Inc., an investment holding
company, Laurel Investment Advisors, Inc., which provides investment advisory
services, and Flex Financial Consumer Discount Company, which provides consumer
finance loans. At December 31, 1999, we had consolidated assets of $2.06
billion, consolidated deposits of $1.60 billion and consolidated shareholders'
equity of $185.0 million. At June 30, 2000, we had consolidated assets of $2.04
billion, consolidated deposits of $1.61 billion and consolidated shareholders'
equity of $190.8 million.
Our headquarters are located at BT Financial Plaza, 551 Main Street,
Johnstown, Pennsylvania 15907-1146. Our telephone number is (814) 532-3801.
FINANCIAL STATEMENTS. Our historical financial statements for the year
ended December 31, 1999 and the six months ended June 30, 2000, which are filed
with the SEC, are incorporated by reference herein.
27
<PAGE>
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA AND
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The following summary historical consolidated financial data has been
derived from our unaudited supplemental consolidated financial statements and,
in the opinion of management, include all adjustments (consisting of normal
occurring adjustments) necessary for a fair presentation of financial position
and results of operations for such periods. All prior period amounts have been
restated to reflect the pooling of interests transaction with First Philson
Financial Corporation, which was completed on July 14, 1999. Additionally, all
shares and per share data have been adjusted to reflect the 5% stock dividend
distributed on February 1, 2000 and the 2-for-1 stock split effected in the form
of a stock dividend distributed on May 1, 1998. The data should be read in
conjunction with the consolidated financial statements and notes thereto
included in our Quarterly Report on Form 10Q for the quarter ended June 30, 2000
and the Company's Annual Report on Form 10-K for the year ended December 31,
1999. Copies of these reports may be obtained as described in this document.
The following summary unaudited pro forma consolidated financial data has
been derived from our historical consolidated financial statements adjusted for
certain costs and expenses to be incurred as a result of the purchase of shares
pursuant to this offer. The summary unaudited pro forma consolidated financial
data should be read in conjunction with the summary historical consolidated
financial data included herein. The pro forma income statement data and balance
sheet data are not necessarily indicative of the financial position or results
of operations that would have been obtained had the offer been completed as of
the dates indicated.
BT FINANCIAL CORPORATION
SUMMARY HISTORICAL BALANCE SHEET DATA
<TABLE>
<CAPTION>
December 31, June 30,
------------------------------ ------------------------------
1999 1998 2000 1999
---------- ---------- ---------- ----------
(in thousands)
<S> <C> <C> <C> <C>
Assets:
Securities $ 361,882 $ 435,815 $ 406,636 $ 383,873
Net loans 1,499,170 1,312,039 1,468,397 1,467,751
Other assets 199,620 168,054 160,572 151,038
---------- ---------- ---------- ----------
Total Assets $2,060,672 $1,915,908 $2,035,605 $2,002,662
========== ========== ========== ==========
Liabilities:
Total deposits $1,595,119 $1,578,150 $1,611,260 $1,571,431
Long-term borrowings 150,010 100,031 150,740 150,022
Other liabilities 130,516 48,582 82,850
---------- ---------- ---------- ----------
Total Liabilities 1,875,645 1,726,763 1,844,850 1,816,825
---------- ---------- ---------- ----------
Shareholders' equity:
Total Shareholders' Equity 185,027 189,145 190,755 185,837
---------- ---------- ---------- ----------
Total Liabilities and
Shareholders' Equity $2,060,672 $1,915,908 $2,035,605 $2,002,662
========== ========== ========== ==========
</TABLE>
28
<PAGE>
BT FINANCIAL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 1999
<TABLE>
<CAPTION>
Shares Purchased at
--------------------------
$18.00 $20.00
Per Share Per Share
----------- -----------
(in thousands)
<S> <C> <C>
Assets:
Cash and cash equivalents (2)(3) $ 65,782 $ 62,445
Interest-bearing bank deposits 136 136
Federal funds sold 49,000 49,000
Securities:
Available for sale, at market 359,883 359,883
Held to maturity, at cost 1,999 1,999
----------- -----------
Total securities 361,882 361,882
Net loans 1,499,170 1,499,170
Property and equipment 29,265 29,265
Other assets 55,407 55,407
----------- -----------
Total Assets $ 2,060,642 $ 2,057,305
=========== ===========
Liabilities:
Total deposits $ 1,595,119 $ 1,595,119
Short-term borrowings (2)(3) 146,357 146,357
Other liabilities 14,159 14,159
Long-term borrowings 150,010 150,010
----------- -----------
Total Liabilities 1,905,645 1,905,645
----------- -----------
Shareholders' equity:
Preferred stock, No par value, 2,000,000 shares
authorized, none issued -- --
Common stock, $5.00 par value, 25,000,000 shares
authorized, 16,683,294 issued 83,416 83,416
Capital surplus 58,956 58,956
Retained earnings 53,666 53,666
Accumulated other comprehensive (loss) income (11,011) (11,011)
Treasury stock (1)(2)(4) (30,030) (33,367)
----------- -----------
Total Shareholders' Equity 154,997 151,660
----------- -----------
Total Liabiities and Shareholders' Equity $ 2,060,642 $ 2,057,305
=========== ===========
</TABLE>
29
<PAGE>
BT FINANCIAL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2000
<TABLE>
<CAPTION>
Shares Purchased at
--------------------------
$18.00 $20.00
Per Share Per Share
----------- -----------
(in thousands)
<S> <C> <C>
Assets:
Cash and cash equivalents (2)(3) $ 70,165 $ 66,828
Interest-bearing bank deposits 893 893
Federal funds sold 5,000 5,000
Securities:
Available for sale, at market 404,636 404,636
Held to maturity, at cost 2,000 2,000
----------- -----------
Total securities 406,636 406,636
Net loans 1,468,397 1,468,397
Property and equipment 28,124 28,124
Other assets 56,360 56,360
----------- -----------
Total Assets $ 2,035,575 $ 2,032,238
=========== ===========
Liabilities:
Total deposits $ 1,611,260 $ 1,611,260
Short-term borrowings (2)(3) 98,392 98,392
Other liabilities 14,458 14,458
Long-term borrowings 150,740 150,740
----------- -----------
Total Liabilities 1,874,850 1,874,850
----------- -----------
Shareholders' equity:
Preferred stock, No par value, 2,000,000 shares
authorized, none issued -- --
Common stock, $5.00 par value, 25,000,000 shares
authorized, 16,683,294 issued 83,416 83,416
Capital surplus 58,950 58,950
Retained earnings 59,106 59,106
Accumulated other comprehensive (loss) income (10,717) (10,717)
Treasury stock (1)(2)(4) (30,030) (33,367)
----------- -----------
Total Shareholders' Equity 160,725 157,388
----------- -----------
Total Liabilities and Shareholders' Equity $ 2,035,575 $ 2,032,238
=========== ===========
</TABLE>
30
<PAGE>
BT FINANCIAL CORPORATION
SUMMARY HISTORICAL INCOME STATEMENT DATA
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, June 30,
------------------- -------------------
1999 1998 2000 1999
-------- -------- -------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Interest income $140,165 $138,926 $ 72,740 $ 67,584
Interest expense 59,484 60,421 33,279 27,669
-------- -------- -------- --------
Net interest income 80,681 78,505 39,461 39,915
Provision for loan losses 6,099 5,984 2,100 3,170
-------- -------- -------- --------
Net interest income after provision for
loan losses 74,582 72,521 37,361 36,745
Other income 16,232 14,761 8,096 8,011
Other expenses 61,314 57,248 28,048 28,849
-------- -------- -------- --------
Income before income taxes and
extraordinary item 29,500 30,034 17,409 15,907
Income taxes 8,686 8,975 5,130 4,588
-------- -------- -------- --------
Net income $ 20,814 $ 21,059 $ 12,279 $ 11,319
======== ======== ======== ========
Earnings per share
Basic and Diluted $ 1.25 $ 1.26 $ 0.74 $ 0.68
Dividends paid per common share $ 0.71 $ 0.61 $ 0.41 $ 0.33
</TABLE>
31
<PAGE>
BT FINANCIAL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1999
Shares Purchased at
-------------------------
$18.00 $20.00
Per Share Per Share
--------- ---------
(in thousands)
Interest income (2)(3) $140,163 $139,946
Interest expense (2)(3) 61,704 61,704
-------- --------
Net interest income 78,459 78,242
Provision for loan losses 6,099 6,099
-------- --------
Net interest income after provision for
loan losses 72,360 72,143
Other income 16,232 16,232
Other expenses 61,314 61,314
-------- --------
Income before income taxes and
extraordinary item 27,278 27,061
Income taxes (2)(3) 7,908 7,832
-------- --------
Net income $ 19,370 $ 19,229
======== ========
Earnings per share
Basic and Diluted $ 1.29 $ 1.28
Dividends paid per common share $ 0.71 $ 0.71
32
<PAGE>
BT FINANCIAL CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 2000
Shares Purchased at
-------------------------
$18.00 $20.00
Per Share Per Share
--------- ---------
(in thousands)
Interest income (2)(3) $72,739 $72,630
Interest expense (2)(3) 34,389 34,389
------- -------
Net interest income 38,350 38,241
Provision for loan losses 2,100 2,100
------- -------
Net interest income after provision for
loan losses 36,250 36,141
Other income 8,096 8,096
Other expenses 28,048 28,048
------- -------
Income before income taxes and
extraordinary item 16,298 16,189
Income taxes (2)(3) 4,741 4,703
------- -------
Net income $11,557 $11,486
======= =======
Earnings per share
Basic and Diluted $ 0.77 $ 0.76
Dividends $ 0.41 $ 0.41
33
<PAGE>
BT FINANCIAL CORPORATION
SELECTED HISTORICAL FINANCIAL RATIOS
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, June 30,
------------------- -------------------
1999 1998 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Selected Ratios:
Financial Performance:
Return on average assets 1.04% 1.10% 1.21% 1.18%
Return on average shareholders' equity 11.11% 11.52% 13.22% 12.03%
Capital:
Leverage Ratio 8.56% 8.78% 9.06% 8.90%
Tier I Risk Based Capital 11.79% 11.96% 12.37% 11.69%
Total Risk Based Capital 12.83% 12.94% 13.43% 12.73%
Dividend Payout Ratio 57.13% 48.42% 55.70% 48.89%
Shareholders' equity to total assets 8.98% 9.87% 9.37% 9.28%
Book value per share $ 11.09 $ 11.34 $ 11.43 $ 11.14
Asset Quality:
Reserve for loan losses as a
percent of loans, 1.03% 1.03% 1.06% 1.03%
net of unearned interest
Reserve for loan losses as a 160.88% 178.43% 118.97% 154.17%
percent of nonperforming loans
Nonperforming loans to total loans, 0.64% 0.58% 0.89% 0.67%
net of unearned interest
</TABLE>
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BT FINANCIAL CORPORATION
UNAUDITED SELECTED PRO FORMA FINANCIAL RATIOS
DECEMBER 31, 1999
Shares Purchased at
---------------------
$18.00 $20.00
Per Share Per Share
--------- ---------
Selected Ratios:
Financial Performance:
Return on average assets (2)(3) 0.97% 0.96%
Return on average shareholders' equity (2)(3) 12.32% 12.49%
Capital:
Leverage Ratio (2) 7.11% 6.96%
Tier I Risk Based Capital 9.79% 9.57%
Total Risk Based Capital 10.83% 10.62%
Dividend Payout Ratio (3) 55.04% 55.44%
Shareholders' equity to total assets (2) 7.52% 7.37%
Book value per share (1)(2) $10.32 $10.10
BT FINANCIAL CORPORATION
UNAUDITED SELECTED PRO FORMA FINANCIAL RATIOS
JUNE 30, 2000
Shares Purchased at
---------------------
$18.00 $20.00
Per Share Per Share
--------- ---------
Selected Ratios:
Financial Performance:
Return on average assets (2)(3) 1.14% 1.14%
Return on average shareholders' equity (2)(3) 14.84% 15.07%
Capital:
Leverage Ratio (2) 7.58% 7.42%
Tier I Risk Based Capital 10.35% 10.13%
Total Risk Based Capital 11.41% 11.19%
Dividend Payout Ratio (3) 53.27% 53.60%
Shareholders' equity to total assets (2) 7.90% 7.74%
Book value per share (1)(2) $10.40 $10.18
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BT FINANCIAL CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(1) The pro forma financial information reflects the repurchase of 1,668,329
shares at $18.00 and $20.00 per share, as indicated.
(2) The balance sheet data give effect to the purchase of shares as of the
balance sheet date. The average balances and income statement data give
effect to the purchase of shares as of the beginning of each period
presented.
(3) The pro forma financial information assumes that the Company incurs the
indebtedness described in the offer to effect the purchase of the shares.
The pro forma financial statements assume that the indebtedness is issued
in the principal amount of $30 million and a 7.40% interest rate. While
the company currently believes this to be a reasonable assumption, there
can be no assurance that the principal amount of such indebtedness will
not be less than $30 million, that the interest rate will not be
different, or that the Company will incur such indebtedness. The pro forma
data also assumes a reduction of interest income for the interest-earning
funds used in excess of the indebtedness source at a rate of 6.5% and a
statutory tax rate of 35%. Assuming a 0.125% change in the rate of
interest on the indebtedness of $30 million, interest expense would change
by approximately $19,000 for the six months ended June 30, 2000 and
approximately $38,000 for the year ended December 31, 1999.
(4) No effect has been given to the $250,000 in costs estimated to be incurred
in connection with the offer. Such costs will be capitalized as part of
the cost of the stock purchased.
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ADDITIONAL INFORMATION. We are subject to the information and reporting
requirements of the Exchange Act, and in accordance with such laws we file with
the SEC periodic reports, proxy statements and other information relating to our
business, financial condition and other matters. We are required to disclose in
these proxy statements filed with the SEC certain information, as of particular
dates, concerning our directors and executive officers, their compensation,
stock options granted to them, the principal holders of our securities and any
material interest of such persons in transactions with us. We have also filed
with the SEC an Issuer Tender Offer Statement on Schedule TO, which includes
additional information with respect to our offer.
The reports, statements and other information (including any exhibits,
amendments or supplements to such documents) we file may be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the following regional offices of
the SEC: 7 World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of this material can also be obtained by mail, upon payment of the SEC's
customary charges, by writing to the Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The SEC also maintains a web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC.
INCORPORATION BY REFERENCE. The rules of the SEC allow us to "incorporate
by reference" information into this document, which means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. These documents contain important information about us.
SEC FILINGS PERIOD OR DATE FILED
--------------------------------------------------------------------------------
Annual Report on Form 10-K Year ended December 31, 1999
Quarterly Reports on Form 10-Q Quarters ended March 31, 2000 and
June 30, 2000
Proxy Statement for 2000 Annual Filed March 31, 2000
Shareholders Meeting
We incorporate these documents and any additional documents that we may
file with the SEC between the date of this document and the date of expiration
of withdrawal rights by reference. Those documents include periodic reports,
such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K, as well as proxy statements.
The documents incorporated by reference, including particularly our Annual
Report on Form 10-K for the year ended December 31, 1999 and our Quarterly
Reports on Form 10-Q filed since the 1999 Form 10-K, contain financial
statements and other information about our financial condition that is being
incorporated by reference into this document.
You can obtain any of the documents incorporated by reference in this
document from us without charge, excluding any exhibits to those documents, by
requesting them in writing or by telephone from us at Investor Relations
Department, BT Financial Plaza, 551 Main Street, Johnstown, Pennsylvania
15907-1146, telephone: 1-800-441-6252. Please be sure to include your complete
name and address in your request. If you request any incorporated documents, we
will mail them to you by first class mail, or another equally prompt means,
within one business day after we receive your request. In addition, you can
obtain copies of these documents from the SEC's website. Such documents may also
be inspected at the locations described above.
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SECTION 11. INFORMATION ABOUT OUR SHARES; INTEREST OF DIRECTORS AND EXECUTIVE
OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES.
SHARES OUTSTANDING. As of September 26, 2000, the day we announced our
offer, we had 16,683,294 issued and outstanding shares of common stock and held
no shares in treasury.
The 1,668,329 shares that we are offering to purchase represent
approximately 10% of our issued and outstanding stock as of September 26, 2000.
Assuming that we purchase all 1,668,329 shares that we are offering to purchase,
the number of our issued and outstanding shares would be reduced to 15,014,965
immediately after the offer.
INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS. Our proxy statement for our
2000 annual shareholders meeting contains information about our directors and
executive officers, including information relating to stock ownership,
agreements concerning our securities (including option and restricted stock
grants) and the business address of such directors and officers. This proxy
statement is incorporated by reference into this document.
Our directors and executive officers are entitled to participate in our
offer on the same basis as all other shareholders. However, all of our directors
and executive officers have informed us that they do not intend to tender any
shares into our offer.
TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES. Based on our records and
information provided to us by our directors, executive officers, associates and
subsidiaries, neither we, nor any of our associates or subsidiaries, nor, to the
best of our knowledge, any of our directors or executive officers or any
associates or subsidiaries thereof, have effected any transactions in our shares
during the 60 days before September 29, 2000, except as stated below:
o Customary and ongoing purchases of shares through reinvestment of
dividends under our dividend reinvestment program and purchases
under our 401(k) or defined benefit plans. We expect that these
plans will, in accordance with their terms, elections in effect and
present patterns of contribution, continue to purchase shares prior
to the expiration of our offer.
Except as otherwise described in this document, and except for customary
margin accounts maintained at a broker by some of our directors and executive
officers, neither we nor, to the best of our knowledge, any of our affiliates,
directors or executive officers, is a party to any agreement, arrangement or
understanding with any other person relating, directly or indirectly, to the
tender offer or with respect to any of our securities, including, but not
limited to, any agreement, arrangement or understanding concerning the transfer
or the voting of our securities, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies, consents or authorizations.
SECTION 12. EFFECTS OF OUR OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER
THE EXCHANGE ACT.
Our purchase of shares in our offer will reduce the number of shares that
might otherwise be traded publicly and may reduce the number of shareholders.
Nonetheless, we anticipate that there will be a sufficient number of shares
outstanding and publicly traded following completion of our offer to ensure a
continued trading market for our shares. Based upon published guidelines of the
NASD, we do not believe that our purchase of shares under our offer will cause
the remaining outstanding shares of our common stock to be delisted from the
NASDAQ.
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<PAGE>
Our shares are now "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using such shares as collateral. We believe
that, following the purchase of shares under our offer, our shares will continue
to be "margin securities" for purposes of the Federal Reserve Board's margin
rules and regulations.
Our shares are registered under the Exchange Act, which requires, among
other things, that we furnish certain information to our shareholders and the
SEC and comply with the SEC's proxy rules in connection with meetings of our
shareholders. We believe that our purchase of shares in connection with our
offer will not result in the shares becoming eligible for deregistration under
the Exchange Act.
SECTION 13. LEGAL MATTERS; REGULATORY APPROVALS.
Except as otherwise described in this document, we are not aware of any
license or regulatory permit material to our business that would be adversely
affected by our acquisition of shares as contemplated by our offer or of any
approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic, foreign or supranational, that would
be required for our acquisition or ownership of shares as contemplated by our
offer. Should any such approval or other action be required, we presently
contemplate that we will seek that approval or other action. We are unable to
predict whether we will be required to delay the acceptance for payment of or
payment for shares tendered in response to our offer pending the outcome of any
such matter. There can be no assurance that any such approval or other action,
if needed, would be obtained or would be obtained without substantial cost or
conditions or that the failure to obtain the approval or other action might not
result in adverse consequences to our business and financial condition.
SECTION 14. UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.
The following summary describes the material United States federal income
tax consequences relating to our offer. This summary is based upon the Internal
Revenue Code of 1986, as amended, Treasury regulations under the Internal
Revenue Code, administrative pronouncements and judicial decisions, all as in
effect as of the date hereof and all of which are subject to change, possibly
with retroactive effect. This summary addresses only shareholders who hold
shares as capital assets within the meaning of Section 1221 of the Internal
Revenue Code and does not address all of the tax consequences that may be
relevant to shareholders in light of their particular circumstances or to
certain types of shareholders subject to special treatment under the Internal
Revenue Code, including, without limitation, certain financial institutions,
dealers in securities or commodities, traders in securities who elect to apply a
mark-to-market method of accounting, insurance companies, tax-exempt
organizations, persons who hold shares as a position in a "straddle" or as a
part of a "hedging," "conversion" or "constructive sale" transaction for United
States federal income tax purposes or persons who received their shares through
the exercise of employee stock options or otherwise as compensation. In
addition, this discussion applies only to "United States holders" (as defined
below). This summary also does not address the state, local or foreign tax
consequences of participating in our offer. For purposes of this discussion, a
"United States holder" means:
o a citizen or resident of the United States;
o a corporation or other entity taxable as a corporation created or
organized in the United States or under the laws of the United
States or of any political subdivision of the United States;
o an estate, the income of which is includible in gross income for
United States federal income tax purposes regardless of its source;
or
o a trust whose administration is subject to the primary supervision
of a United States court and which has one or more United States
persons who have the authority to control all of its substantial
decisions.
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<PAGE>
HOLDERS OF SHARES WHO ARE NOT UNITED STATES HOLDERS SHOULD CONSULT THEIR
TAX ADVISORS REGARDING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES AND ANY
APPLICABLE FOREIGN TAX CONSEQUENCES OF OUR OFFER.
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISOR TO DETERMINE THE
PARTICULAR TAX CONSEQUENCES TO THEM OF PARTICIPATING OR NOT PARTICIPATING IN OUR
OFFER.
CHARACTERIZATION OF THE PURCHASE. The purchase of a United States holder's
shares by us in our offer will be a taxable transaction for United States
federal income tax purposes. As a consequence of the purchase, a United States
holder will, depending on the United States holder's particular circumstances,
be treated either as having sold the United States holder's shares or as having
received a distribution in respect of stock from BT Financial Corporation.
Under Section 302 of the Internal Revenue Code, a United States holder
whose shares are purchased by us under our offer will be treated as having sold
its shares, and thus will recognize capital gain or loss if the purchase:
o results in a "complete termination" of the United States holder's
equity interest in BT Financial;
o results in a "substantially disproportionate" redemption with
respect to the United States holder; or
o is "not essentially equivalent to a dividend" with respect to the
United States holder.
Each of these tests, referred to as the "Section 302 tests," is explained
in more detail below.
If a United States holder satisfies any of the Section 302 tests explained
below under the caption "Section 302 Tests", the United States holder will be
treated as if it sold its shares to us and will recognize capital gain or loss
equal to the difference between the amount of cash received under our offer and
the United States holder's adjusted tax basis in the shares surrendered in
exchange therefor. This gain or loss will be long-term capital gain or loss if
the United States holder's holding period for the shares that were sold exceeds
one year as of the date of purchase by us under our offer. Specified limitations
apply to the deductibility of capital losses by United States holders. Gain or
loss must be determined separately for each block of shares (shares acquired at
the same cost in a single transaction) that is purchased by us from a United
States holder under our offer. A United States holder may be able to designate,
generally through its broker, which blocks of shares it wishes to tender under
our offer if less than all of its shares are tendered under our offer, and the
order in which different blocks will be purchased by us in the event of
proration under our offer. United States holders should consult their tax
advisors concerning the mechanics and desirability of that designation.
If a United States holder does not satisfy any of the Section 302 tests
explained below, the purchase of a United States holder's shares by us under our
offer will not be treated as a sale or exchange under Section 302 of the
Internal Revenue Code with respect to the United States holder. Instead, the
entire amount received by a United States holder with respect to the purchase of
its shares by us under our offer will be treated as a dividend distribution to
the United States holder with respect to its shares under Section 301 of the
Internal Revenue Code, taxable at ordinary income tax rates, to the extent of
the United States holder's share of our current and accumulated earnings and
profits (within the meaning of the Internal Revenue Code). To the extent the
amount of the distribution exceeds the United States holder's share of our
current and accumulated earnings and profits, the excess first will be treated
as a tax-free return of capital to the extent of the United States holder's
adjusted tax basis in its shares and any remainder will be treated as capital
gain (which may be long-term capital gain as described above). To
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<PAGE>
the extent that a purchase of a United States holder's shares by us under our
offer is treated as the receipt by the United States holder of a dividend, the
United States holder's adjusted tax basis in the purchased shares will be added
to any shares retained by the United States holder.
We cannot predict whether or the extent to which our offer will be
oversubscribed. If our offer is oversubscribed, proration of tendered shares
under our offer will cause us to accept fewer shares than are tendered.
Therefore, no assurance can be given that we will purchase a sufficient number
of a United States holder's shares under our offer to ensure that the United
States holder receives sale treatment, rather than dividend treatment, for
United States federal income tax purposes under the rules discussed below.
CONSTRUCTIVE OWNERSHIP OF STOCK AND OTHER ISSUES. In applying each of the
Section 302 tests explained below, United States holders must take into account
not only shares that they actually own but also shares they are treated as
owning under the constructive ownership rules of Section 318 of the Internal
Revenue Code. Under the constructive ownership rules, a United States holder is
treated as owning any shares that are owned (actually and in some cases
constructively) by certain related individuals and entities as well as shares
that the United States holder has the right to acquire by exercise of an option
or by conversion or exchange of a security. Due to the factual nature of the
Section 302 tests explained below, United States holders should consult their
tax advisors to determine whether the purchase of their shares under our offer
qualifies for sale treatment in their particular circumstances.
SECTION 302 TESTS. One of the following tests must be satisfied in order
for the purchase of shares by us under our offer to be treated as a sale or
exchange for federal income tax purposes:
o Complete Termination Test. The purchase of a United States holder's
shares by us under our offer will result in a "complete termination"
of the United States holder's equity interest in BT Financial if all
of the shares that are actually owned by the United States holder
are sold under our offer and all of the shares that are
constructively owned by the United States holder, if any, are sold
under our offer or, with respect to shares owned by certain related
individuals, the United States holder effectively waives, in
accordance with Section 302(c) of the Internal Revenue Code,
attribution of shares which otherwise would be considered as
constructively owned by the United States holder. United States
holders wishing to satisfy the "complete termination" test through
waiver of the constructive ownership rules should consult their tax
advisors.
o Substantially Disproportionate Test. The purchase of a United States
holder's shares by us under our offer will result in a
"substantially disproportionate" redemption with respect to the
United States holder if, among other things, the percentage of the
then outstanding shares actually and constructively owned by the
United States holder immediately after the purchase is less than 80%
of the percentage of the shares actually and constructively owned by
the United States holder immediately before the purchase (treating
as outstanding all shares purchased under our offer).
o Not Essentially Equivalent to a Dividend Test. The purchase of a
United States holder's shares by us under our offer will be treated
as "not essentially equivalent to a dividend" if the reduction in
the United States holder's proportionate interest in BT Financial as
a result of the purchase constitutes a "meaningful reduction" given
the United States holder's particular circumstances. Whether the
receipt of cash by a shareholder who sells shares under our offer
will be "not essentially equivalent to a dividend" will depend upon
the shareholder's particular facts and circumstances. The IRS has
indicated in a published revenue ruling that even a small reduction
in the percentage interest of a shareholder whose relative stock
interest in a publicly held corporation is minimal (for example, an
interest of less than 1%) and who exercises no control over
corporate affairs should constitute a "meaningful reduction." United
States holders should consult their tax advisors as to the
application of this test in their particular circumstances.
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<PAGE>
CORPORATE SHAREHOLDER DIVIDEND TREATMENT. In the case of a corporate
United States holder, to the extent that any amounts received under our offer
are treated as a dividend, such holder may be eligible for the
dividends-received deduction. The dividends-received deduction is subject to
certain limitations. In addition, any amount received by a corporate United
States holder pursuant to our offer that is treated as a dividend may constitute
an "extraordinary dividend" under Section 1059 of the Internal Revenue Code.
Corporate United States holders should consult their own tax advisors as to the
application of Section 1059 of the Internal Revenue Code to our offer, and to
the tax consequences of dividend treatment in their particular circumstances.
SHAREHOLDERS WHO DO NOT RECEIVE CASH UNDER OUR OFFER. Shareholders whose
shares are not purchased by us under our offer will not incur any tax liability
as a result of the completion of our offer.
BACKUP WITHHOLDING TAX. See Section 3 with respect to the application of
United States federal backup withholding tax.
THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
WE URGE YOU TO CONSULT YOUR TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES TO YOU OF OUR OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF
STATE, LOCAL AND FOREIGN TAX LAWS.
SECTION 15. EXTENSION OF OUR OFFER; TERMINATION; AMENDMENT.
We reserve the right, in our sole discretion, at any time and from time to
time, to extend the period of time during which our offer is open and to delay
acceptance for payment of, and payment for, any shares by giving oral or written
notice of such extension to the depositary and making a public announcement of
such extension. Our reservation of the right to delay acceptance for payment is
limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires
that we must pay the consideration offered or return the shares tendered
promptly after termination or withdrawal of our offer.
We also reserve the right, in our sole discretion, to terminate our offer
and not accept for payment or pay for any shares not previously accepted for
payment or paid for or, subject to applicable law, to postpone payment for
shares if any conditions to our offer fail to be satisfied by giving oral or
written notice of such termination or postponement to the depositary and making
a public announcement of such termination or postponement. Our reservation of
the right to delay payment for shares which we have accepted for purchase is
limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires
that we must pay the consideration offered or return the shares tendered
promptly after termination or withdrawal of our offer.
Subject to compliance with applicable law, we further reserve the right,
in our sole discretion, and regardless of whether or not any of the events or
conditions described in Section 7 have occurred or are deemed by us to have
occurred, to amend our offer in any respect, including, without limitation, by
decreasing or increasing the consideration offered in our offer to holders of
shares or by decreasing or increasing the number of shares being sought in our
offer. Amendments to our offer may be made at any time and from time to time by
public announcement, such announcement, in the case of an extension, to be
issued no later than 9:00 a.m., New York City time, on the next business day
after the last previously scheduled or announced expiration date.
Without limiting the manner in which we may choose to make a public
announcement, except as required by applicable law, we have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by making a release through Business Wire, Dow Jones News Service or
another comparable news service.
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If we materially change the terms of our offer or the information
concerning our offer, we will extend our offer to the extent required by Rules
13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act.
These rules and certain related releases and interpretations of the SEC provide
that the minimum period during which a tender offer must remain open following
material changes in the terms of the tender offer or information concerning the
tender offer (other than a change in price or a change in percentage of
securities sought) will depend on the facts and circumstances, including the
relative materiality of such terms or information. If we undertake any of the
following actions:
o increase or decrease the range of prices to be paid for the shares,
o increase the number of shares being sought in our offer by more than
2% of our outstanding common stock,
o decrease the number of shares being sought in our offer, or
o materially change the fees to be paid to our dealer manager, and
our offer is scheduled to expire at any time earlier than the expiration of a
period ending on the tenth business day from, and including, the date that such
notice of an increase or decrease is first published, sent or given to security
holders in the manner specified in this Section 15, then our offer will be
extended until the expiration of such period of ten business days.
SECTION 16. FEES AND EXPENSES.
We have retained Keefe, Bruyette & Woods, Inc. to act as our financial
advisor, as the dealer manager and the information agent in connection with our
offer. Keefe, Bruyette & Woods as information agent, may contact shareholders by
mail, telephone, facsimile, telex, telegraph, other electronic means and
personal interviews, and may request brokers, dealers, commercial banks, trust
companies and other nominee shareholders to forward materials relating to the
offer to beneficial owners. Keefe, Bruyette & Woods, will receive reasonable and
customary compensation in connection with our offer. We have also agreed to
reimburse Keefe, Bruyette & Woods for reasonable out-of-pocket expenses incurred
in connection with our offer, including reasonable fees and expenses of counsel,
and to indemnify Keefe, Bruyette & Woods, Inc. against certain liabilities in
connection with our offer, including liabilities under the federal securities
laws. Keefe, Bruyette & Woods, Inc. has rendered various investment banking and
other services to us in the past and may continue to render such services, for
which they have received and may continue to receive customary compensation from
us. In the ordinary course of its trading and brokerage activities, Keefe,
Bruyette & Woods, Inc. and its affiliates may hold positions, for their own
accounts or for those of their customers, in our securities.
Laurel Trust Company, as the depositary for our offer, will be reimbursed
for certain out-of-pocket costs in connection with our offer.
No fees or commissions will be payable by us to brokers, dealers,
commercial banks or trust companies (other than fees to the parties described
above) for soliciting tenders of shares under our offer. Shareholders holding
shares through brokers or banks are urged to consult the brokers or banks to
determine whether transaction costs are applicable if shareholders tender shares
through such brokers or banks and not directly to the depositary. We, however,
upon request, will reimburse brokers, dealers, commercial banks and trust
companies for customary mailing and handling expenses incurred by them in
forwarding our offer and related materials to the beneficial owners of shares
held by them as a nominee or in a fiduciary capacity. No broker, dealer,
commercial bank or trust company has been authorized to act as our agent or as
an agent of the dealer manager/information agent or the depositary for purposes
of our offer. We will pay or cause to be paid all stock transfer taxes, if any,
on our purchase of shares except as otherwise provided in this document and
Instruction 7 in the letter of transmittal.
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SECTION 17. MISCELLANEOUS.
This offer to purchase and the related letter of transmittal will be
mailed to record holders of shares of our common stock and will be furnished to
brokers, dealers, commercial banks and trust companies whose names, or the names
of whose nominees, appear on our shareholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of shares.
We are not aware of any jurisdiction where the making of our offer is not
in compliance with applicable law. If we become aware of any jurisdiction where
the making of our offer or the acceptance of shares pursuant thereto is not in
compliance with applicable law, we will make a good faith effort to comply with
the applicable law. If, after such good faith effort, we cannot comply with the
applicable law, our offer will not be made to (nor will tenders be accepted from
or on behalf of) the holders of shares in such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require our offer to be made by a
licensed broker or dealer, our offer shall be deemed to be made on our behalf by
the dealer managers or one or more registered brokers or dealers licensed under
the laws of that jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Exchange Act, BT Financial
has filed with the SEC an Issuer Tender Offer Statement on Schedule TO which
contains additional information with respect to our offer. The Schedule TO,
including the exhibits and any amendments and supplements to that document, may
be examined, and copies may be obtained, at the same places and in the same
manner as is set forth in Section 10 with respect to information concerning us.
WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR SHARES IN OUR OFFER. WE HAVE
NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
IN CONNECTION WITH OUR OFFER OTHER THAN THOSE CONTAINED IN THIS DOCUMENT OR IN
THE LETTER OF TRANSMITTAL. ANY RECOMMENDATION OR ANY SUCH INFORMATION OR
REPRESENTATION MADE BY ANYONE ELSE MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY BT FINANCIAL OR THE DEALER MANAGER /INFORMATION AGENT.
September 29, 2000
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THE DEPOSITARY FOR OUR OFFER IS:
LAUREL TRUST COMPANY
By hand delivery, overnight delivery, express or first class mail:
Laurel Trust Company
BT Financial Plaza
551 Main Street, P.O Box 1110
Johnstown, Pennsylvania 15907-1110
Facsimile Transmission: (814) 535-7663
Confirm Facsimile Receipt by telephone: (814) 536-2110
The letter of transmittal and certificates for shares and any other
required documents should be sent or delivered by each BT Financial shareholder
or such shareholder's broker, dealer, commercial bank, trust company or nominee
to the depositary at its address set forth above.
Any questions or requests for assistance may be directed to the
information agent/dealer manager at its telephone number and address set forth
below. Requests for additional copies of this offer to purchase, the letter of
transmittal or the notice of guaranteed delivery may be directed to the
information agent at the telephone number and address set forth below. You may
also contact your broker, dealer, commercial bank, trust company or nominee for
assistance concerning our offer. To confirm delivery of shares, shareholders are
directed to contact the depositary.
THE INFORMATION AGENT AND DEALER MANAGER FOR OUR OFFER IS:
KEEFE, BRUYETTE & WOODS, INC.
211 Bradenton Drive
Dublin, Ohio 43017-5034
Telephone: (877) 298-6520 (toll free)
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EXHIBIT (a)(1)
BT FINANCIAL CORPORATION
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
(including the associated preferred share purchase rights)
of
BT Financial Corporation
Tendered Pursuant To the Offer to Purchase
Dated September 29, 2000
THIS OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON TUESDAY, OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED. BT
FINANCIAL MAY EXTEND THE OFFER PERIOD AT ANY TIME.
To: LAUREL TRUST COMPANY, Depositary
By Mail or Overnight Courier: For Assistance: By Hand Delivery:
Laurel Trust Company (814) 536-2110 Laurel Trust Company
BT Financial Plaza BT Financial Plaza
551 Main Street, P.O. Box 1110 551 Main Street
Johnstown, PA 15907-1110 Johnstown, PA 15907-1110
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
FOR THIS LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY
THE DEPOSITARY AT ONE OF THE ABOVE ADDRESSES BEFORE THE OFFER EXPIRES (IN
ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS LETTER AND ITS
INSTRUCTIONS). DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANOTHER ADDRESS WILL
NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO BT FINANCIAL, THE DEALER
MANAGER/INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE
FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s)
Shares Tendered
(If Blank, Please Fill in Exactly as Name(s) Appear(s) on Certificate(s))
(Attach Additional List if Necessary)
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Total Number of Shares
Represented by Number of Shares
Certificate Number(s)(1) Certificate(s)(1) Tendered(2)
--------------------- ---------------------- ----------------
Total Certificated Shares Tendered: __________________
Total Dividend Reinvestment Program Shares Tendered(4): __________________
Total Shares Tendered By Book-Entry: __________________
TOTAL SHARES TENDERED: __________________
Indicate in this box the order (by certificate number) in which shares are to be
purchased in the event of proration (attach additional signed list if
necessary): (1)(3)
1st:
2nd:
3rd:
4th:
(1) Need not be completed if shares are delivered by book-entry
transfer.
(2) If you desire to tender fewer than all shares evidenced by any
certificates listed, please indicate in this column the number of
shares you wish to tender. Otherwise, all shares evidenced by such
certificates will be deemed to have been tendered. See Instruction
4.
(3) If you do not designate an order, in the event less than all shares
tendered are purchased due to proration, shares will be selected for
purchase by the depositary. See Instruction 9.
(4) See box below regarding tendering dividend reinvestment program
shares. See also Instruction 17.
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WHEN THIS LETTER OF TRANSMITTAL SHOULD BE USED:
You should complete this letter of transmittal only if:
o you are including with this letter certificates representing the
shares that you are tendering (or the certificates will be delivered
pursuant to a notice of guaranteed delivery you have previously sent
to the depositary),
o you are tendering shares held through the BT Financial Automatic
Dividend Reinvestment Plan, or
o you are concurrently tendering shares by book-entry transfer to the
account maintained by the depositary at The Depository Trust Company
(the "book-entry transfer facility") pursuant to section 3 of the
offer to purchase and you are not (1) using an agent's message (as
defined in Instruction 2) or (2) providing the acknowledgement
required by the automated tender offer program.
If you want to tender your shares into the offer but (1) your certificates
are not immediately available, (2) you cannot deliver all documents required by
this letter of transmittal to the depositary before the offer expires, or (3)
you cannot comply with the procedure for book-entry transfer on a timely basis,
you can still tender your shares if you comply with the guaranteed delivery
procedure set forth in section 3 of the offer to purchase. See Instruction 2.
This letter of transmittal may not be used for shares held in either the
BT Financial Corporation 401(k) Plan for Banking Employees or the BT Financial
Corporation Defined Benefit Plan for Banking Employees. Laurel Trust Company, as
trustee of each of these plans, has the sole discretion to determine whether to
tender any shares held in these plans. Laurel Trust Company has informed us that
it does not intend to tender any shares held in either the BT Financial
Corporation 401(k) Plan for Banking Employees or the BT Financial Corporation
Defined Benefit Plan for Banking Employees. See Instruction 16.
ADDITIONAL INFORMATION REGARDING TENDERED SHARES
[ ] Check here if any certificate evidencing the shares you are tendering
with this letter of transmittal has been lost, stolen, destroyed or
mutilated. If so, you must complete an Affidavit of Loss and return it
with your letter of transmittal. A bond may be required to be posted by
you to secure against the risk that the certificates may be recirculated.
Please call Laurel Trust Company, as the transfer agent for the shares, at
(814) 536-2110 to get an Affidavit of Loss, for further instructions and
for a determination as to whether you will need to post a bond. See
Instruction 14.
[ ] Check here if tendered shares are being delivered by book-entry transfer
made to an account maintained by the depositary with the book-entry
transfer facility and complete the following (only financial institutions
that are participants in the system of any book-entry transfer facility
may deliver shares by book-entry transfer):
Name of Tendering Institution: _____________________________________
Account Number: ____________________________________________________
Transaction Code Number:____________________________________________
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[ ] Check here if tendered shares are being delivered pursuant to a notice of
guaranteed delivery previously sent to the depositary and complete the
following:
Name(s) of Registered Owner(s): ____________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________
Name of Institution which Guaranteed Delivery: _____________________
Account Number: ____________________________________________________
TENDER OF SHARES HELD IN BT FINANCIAL AUTOMATIC DIVIDEND REINVESTMENT PLAN
(SEE INSTRUCTION 17)
Complete this section if you want to tender shares held in BT Financial's
automatic dividend reinvestment plan. Please check only one box. If you check
more than one box, or you check the second box but do not indicate a number of
shares, none of the shares held in your dividend reinvestment program account
will be tendered.
[ ] I instruct the program administrator to tender ALL of the shares credited
to my dividend reinvestment program account.
[ ] I instruct the program administrator to tender the following number of
shares credited to my dividend reinvestment program account.
Number of shares: ________________
PRICE AT WHICH YOU ARE TENDERING
(SEE INSTRUCTION 5)
You must check one box and only one box if you want to tender your shares. If
more than one box is checked or if no box is checked, your shares will not be
properly tendered.
SHARES TENDERED AT A PRICE DETERMINED BY YOU:
By checking one of the following boxes below instead of the box under "Shares
tendered at a price determined pursuant to the offer," you are tendering shares
at the price checked. This action could result in none of your shares being
purchased if the purchase price selected by BT Financial for the shares is less
than the price checked below. If you want to tender portions of your shares at
more than one price, you must complete a separate letter of transmittal for each
price at which you tender shares. The same shares cannot be tendered at more
than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
[ ] $18.000 [ ] $18.500 [ ] $19.000 [ ] $19.500 [ ] $20.000
[ ] $18.125 [ ] $18.625 [ ] $19.125 [ ] $19.625
[ ] $18.250 [ ] $18.750 [ ] $19.250 [ ] $19.750
[ ] $18.375 [ ] $18.875 [ ] $19.375 [ ] $19.875
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OR
SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER:
[ ] By checking this one box instead of one of the price boxes above, you are
tendering shares and are willing to accept the purchase price selected by
BT Financial in accordance with the terms of the offer. This action will
maximize the chance of having BT Financial purchase your shares (subject
to the possibility of proration). Note this action could result in your
receiving a price per share as low as $18.00.
ODD LOTS
(SEE INSTRUCTION 8)
Complete this section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 shares
(including any shares held in BT Financial's automatic dividend reinvestment
plan, but not including any shares held in the BT Financial Corporation 401(k)
Plan for Banking Employees or the BT Financial Corporation Defined Benefit Plan
for Banking Employees) and are tendering all of your shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s), shares with respect to
which it is the record holder, and (b) believes, based upon
representations made to it by the beneficial owner(s), that each such
person is the beneficial owner of an aggregate of fewer than 100 shares
and is tendering all of the shares.
CONDITIONAL TENDER
(SEE INSTRUCTION 15)
You may condition your tender of shares on BT Financial purchasing a specified
minimum number of your tendered shares, all as described in section 6 of the
offer to purchase. Unless the minimum number of shares you indicate below is
purchased by BT Financial in the offer, none of the shares you tendered will be
purchased. It is your responsibility to calculate that minimum number of shares
that must be purchased if any are purchased, and you are urged to consult your
own tax advisor before completing this section. Unless this box has been checked
and a minimum number of shares specified, your tender will be deemed
unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased,
is: ____________ shares.
If because of proration, the minimum number of shares that you designated above
will not be purchased, BT Financial may accept conditional tenders by random
lot, if necessary. However, to be eligible for purchase by random lot, you must
have tendered all your shares and checked this box:
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[ ] The tendered shares represent all shares held by me.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10)
Complete this box only if you want certificate(s) for shares not tendered or not
purchased and/or any check for the purchase price to be issued in the name of
someone other than you, or if you want shares that you delivered by book-entry
transfer to be returned by credit to an account at the book-entry transfer
facility other than the one designated earlier.
Issue: [ ] Check
[ ] Certificate(s)
to:
Name: ________________________________________
(Please Print)
Address: _____________________________________
______________________________________________
(Include Zip Code)
______________________________________________
(Tax Identification or Social Security Number)
(See Substitute Form W-9)
[ ] Credit shares delivered by book-entry transfer and not purchased to the
account set forth below:
Account Number: ________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10)
Complete this box only if you want certificate(s) for shares not tendered or not
purchased and/or any check for the purchase price to be mailed or sent to
someone other than you or to you at an address other than that designated
earlier.
Mail: [ ] Check
[ ] Certificate(s)
to:
Name: ________________________________________
(Please Print)
Address: _____________________________________
______________________________________________
(Include Zip Code)
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BT Financial has no obligation, pursuant to the "Special Payment Instructions,"
to transfer any certificate for shares from the name of its registered
holder(s), or to order the registration or transfer of any shares tendered by
book-entry transfer, if BT Financial does not purchase any of the shares
represented by such certificate or tendered by such book-entry transfer.
NOTE: SIGNATURES MUST BE PROVIDED IN THE BOX BELOW LABELED
"IMPORTANT - SHAREHOLDERS SIGN HERE" IF YOU WANT TO TENDER YOUR SHARES.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
To Laurel Trust Company:
The undersigned hereby tenders to BT Financial Corporation, a Pennsylvania
corporation, the above-described shares of BT Financial's common stock, $5.00
par value per share, at the price per share indicated in this letter of
transmittal, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the offer to purchase, dated September
29, 2000, receipt of which is hereby acknowledged, and in this letter of
transmittal which, as amended or supplemented from time to time, together
constitute the offer. All shares tendered and purchased will include the
associated preferred share purchase rights issued pursuant to the Rights
Agreement, dated as of March 27, 1991, as amended, between BT Financial and BT
Management Trust Company, as rights agent, and, unless the context otherwise
requires, all references to shares include the associated preferred share
purchase rights.
Subject to, and effective upon, acceptance for payment of the shares
tendered in accordance with the terms and subject to the conditions of the
offer, including, if the offer is extended or amended, the terms and conditions
of the extension or amendment, the undersigned agrees to sell, assign and
transfer to, or upon the order of, BT Financial all right, title and interest in
and to all shares tendered and orders the registration of all shares if tendered
by book-entry transfer and irrevocably constitutes and appoints the depositary
as the true and lawful agent and attorney-in-fact of the undersigned with
respect to the shares with full knowledge that the depositary also acts as the
agent of BT Financial, with full power of substitution (the power of attorney
being deemed to be an irrevocable power coupled with an interest), to:
1. deliver certificate(s) representing the shares or transfer ownership
of the shares on the account books maintained by the book-entry
transfer facility, together, in either case, with all accompanying
evidences of transfer and authenticity, to or upon the order of BT
Financial upon receipt by the depositary, as the undersigned's
agent, of the purchase price with respect to the shares;
2. present certificates for the shares for cancellation and transfer on
BT Financial's books; and
3. receive all benefits and otherwise exercise all rights of beneficial
ownership of the shares, subject to the next paragraph, all in
accordance with the terms and subject to the conditions of the
offer.
The undersigned covenants, represents and warrants to BT Financial that:
1. the undersigned has full power and authority to tender, sell, assign
and transfer the shares tendered hereby and when and to the extent
accepted for payment, BT Financial will acquire good, marketable and
unencumbered title to the tendered shares, free and clear of all
security interests, liens, restrictions, charges, encumbrances,
conditional sales
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agreements or other obligations relating to the sale or transfer of
the shares, and not subject to any adverse claims;
2. the undersigned understands that tenders of shares pursuant to any
one of the procedures described in section 3 of the offer to
purchase and in the instructions to this letter of transmittal will
constitute the undersigned's acceptance of the terms and conditions
of the offer, including the undersigned's representation and
warranty that (a) the undersigned has a "net long position," within
the meaning of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, in the shares or equivalent securities at least equal
to the shares being tendered, and (b) the tender of shares complies
with Rule 14e-4;
3. the undersigned will, upon request, execute and deliver any
additional documents deemed by the depositary or BT Financial to be
necessary or desirable to complete the sale, assignment and transfer
of the shares tendered; and
4. the undersigned has read, understands and agrees to all of the terms
of the offer.
The undersigned understands that BT Financial's acceptance of shares
tendered pursuant to any one of the procedures described in section 3 of the
offer to purchase and in the instructions to this letter of transmittal will
constitute a binding agreement between the undersigned and BT Financial upon the
terms and subject to the conditions of the offer. The undersigned acknowledges
that under no circumstances will BT Financial pay interest on the purchase
price, including without limitation, by reason of any delay in making payment.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates evidencing shares tendered. The certificate numbers, the number of
shares evidenced by the certificates, the number of shares that the undersigned
wishes to tender, and the price at which the shares are being tendered should be
set forth in the appropriate boxes above.
The undersigned understands that BT Financial will determine a single per
share price, not greater than $20.00 nor less than $18.00, that it will pay for
shares properly tendered, taking into account the number of shares tendered and
the prices specified by tendering shareholders. BT Financial will select the
lowest purchase price that will allow it to buy 1,668,329 shares or, if a lesser
number of shares are properly tendered, all shares that are properly tendered
and not properly withdrawn. All shares acquired in the offer will be acquired at
the same purchase price. All shares properly tendered at prices equal to or
below the purchase price and not properly withdrawn will be purchased, subject
to the conditions of the offer and the "odd lot" priority, proration and
conditional tender provisions described in the offer to purchase. Shares
tendered at prices in excess of the purchase price that is selected by BT
Financial and shares not purchased because of proration or conditional tenders
will be returned without expense to the shareholder.
The undersigned recognizes that under the circumstances set forth in the
offer to purchase BT Financial may terminate or amend the offer or may postpone
the acceptance for payment of, or the payment for, shares tendered or may accept
for payment fewer than all of the shares tendered. The undersigned understands
that certificate(s) for any shares not tendered or not purchased will be
returned to the undersigned at the address indicated above, unless otherwise
indicated in the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" above. The undersigned acknowledges that BT
Financial has no obligation, pursuant to the "Special Payment Instructions" box,
to transfer any certificate for shares from the name of its registered
holder(s), or to order the registration or
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transfer of any shares tendered by book-entry transfer, if BT Financial does not
purchase any of the shares represented by such certificate or tendered by such
book-entry transfer.
The check for the aggregate net purchase price for the shares tendered and
purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated in the boxes entitled
"Special Payment Instructions" or "Special Delivery Instructions" above.
All authority conferred or agreed to be conferred by this letter of
transmittal will survive the death or incapacity of the undersigned, and any
obligation of the undersigned will be binding on the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and legal representatives of the undersigned. Except as stated in the
offer to purchase, this tender is irrevocable.
IMPORTANT
STOCKHOLDERS SIGN HERE
(PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.)
(Must be signed by the registered holder(s) exactly as such holder(s) name(s)
appear(s) on certificate(s) for shares or on a security position listing or by
person(s) authorized to become the registered holder(s) thereof by certificates
and documents transmitted with this letter of transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 6.)
___________________________________________________________
___________________________________________________________
(Signature(s) of Owner(s))
Dated: _____________________, 2000
Name(s): __________________________________________________
__________________________________________________
(Please Print)
Capacity (full title): ____________________________________
Address: __________________________________________________
__________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number: ___________________
Tax Identification or Social Security Number: _____________
(SEE SUBSTITUTE FORM W-9)
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GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6)
Authorized Signature: ________________________________
Name: ________________________________________________
(Please Print)
Title: _______________________________________________
Name of Firm: ________________________________________
Address: _____________________________________________
(Include Zip Code)
Area Code and Telephone Number: ______________________
Dated: ________________________, 2000
PAYER: LAUREL TRUST COMPANY
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SUBSTITUTE FORM W-9 PART I - TAXPAYER IDENTIFICATION NUMBER - FOR ALL
DEPARTMENT OF THE ACCOUNTS, ENTER TAXPAYER IDENTIFICATION NUMBER IN
TREASURY INTERNAL THE BOX BELOW AND CERTIFY BY SIGNING AND DATING
REVENUE SERVICE BELOW.
Note: If the account is in more than one name, see
the chart in the enclosed guidelines to determine
which number to give the payer.
_______________________________
Social security number
Or
_______________________________
Employer identification number
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PART II - For payees exempt from backup withholding,
please write "EXEMPT" here (see the enclosed
guidelines):
_______________________________
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PAYER'S REQUEST FOR PART III - Certification - UNDER PENALTIES OF
TAXPAYER NUMBER (TIN) PERJURY, II CERTIFY THAT (1) The number shown on
this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be
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issued to me), and (2) I am not subject to backup
withholding because:
o I am exempt from backup withholding, or
o I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject
to backup withholding as a result of a failure
to report all interest or dividends, or
o the IRS has notified me that I am no longer
subject to backup withholding.
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Certification Instructions - You must cross out item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding
because of underreporting of interest or dividends
on your tax return and you have not been notified by
the IRS that you are no longer subject to backup
withholding. (Also, see instructions in the enclosed
guidelines.)
Signature: ___________________________________
Date: __________________, 2000
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NOTE: Failure to complete and return this form may result in backup withholding
of 31% of any payments made to you pursuant to the offer. Please review the
enclosed guidelines for certification of taxpayer identification number on
Substitute Form W-9 for additional details. You must complete the following
certificate if you are awaiting (or will soon apply for) a taxpayer
identification number.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that, notwithstanding
the information I provided in Part III of the Substitute Form W-9 above (and the
fact that I have completed this Certificate of Awaiting Taxpayer Identification
Number), if I do not provide a taxpayer identification number to the depositary
within sixty (60) days, the depositary is required to withhold 31% of all cash
payments made to me thereafter until I provide a number.
Signature: _______________________________ Date: _____________, 2000
Name: ____________________________________
(Please Print)
Address: _________________________________
__________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER.
1. GUARANTEE OF SIGNATURES. Depending on how the certificates for your
shares are registered and to whom you want payments or deliveries made, you may
need to have the signatures on this letter of transmittal guaranteed by an
eligible guarantor institution. No signature guarantee is required if either:
o this letter of transmittal is signed by the registered holder(s) of
the shares tendered (which, for these purposes, includes any
participant in the book-entry transfer facility whose name appears
on a security position listing as the owner of the shares) exactly
as the name of the registered holder(s) appears on the
certificate(s) for the shares and payment and delivery are to be
made directly to the holder, unless the holder has completed either
of the boxes entitled "Special Payment Instructions" or "Special
Delivery Instructions" above; or
o the shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity which is a member
in good standing of the Securities Transfer Agents Medallion Program
or a bank, broker, dealer, credit union, savings association or
other entity which is an "eligible guarantor institution," as that
term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended.
In all other cases, including if you have completed either the box
entitled "Special Payment Instructions" or "Special Delivery Instructions"
above, an eligible guarantor institution must guarantee all signatures on this
letter of transmittal. You may also need to have any certificates you deliver
endorsed or accompanied by a stock power, and the signatures on these documents
also may need to be guaranteed. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. For your shares to be properly tendered, either (1) or (2) below
must happen:
(1) The depositary must receive all of the following at its address above
in this letter of transmittal before or on the date BT Financial's offer
expires:
o one of (a) the certificates for the shares, (b) a confirmation of
receipt of the shares pursuant to the procedure for book-entry
transfer described in this Instruction 2 or (c) in the case of
shares held in the BT Financial automatic dividend reinvestment
plan, completion of the appropriate sections of this letter of
transmittal; and
o one of (a) properly completed and executed letter of transmittal or
a manually executed facsimile of it, including any required
signature guarantees, (b) an "agent's message" of the type described
in this Instruction 2 in the case of a book-entry transfer or (c) a
specific acknowledgement in the case of a tender through the
"automated tender offer program" described in this Instruction 2,
and
o any other documents required by this letter of transmittal.
(2) You must comply with the guaranteed delivery procedure set forth
below.
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Book-Entry Delivery. Any institution that is a participant in the
book-entry transfer facility's system may make book-entry delivery of the shares
by causing the book-entry transfer facility to transfer shares into the
depositary's account in accordance with the book-entry transfer facility's
procedures for transfer. Delivery of this letter of transmittal or any other
required documents to the book-entry transfer facility does not constitute
delivery to the depositary.
Agent's Message. The term "agent's message" means a message transmitted by
the book-entry transfer facility to, and received by, the depositary, which
states that the book-entry transfer facility has received an express
acknowledgment from the participant in the book-entry transfer facility
tendering the shares that such participant has received and agrees to be bound
by the terms of this letter of transmittal and that BT Financial may enforce
such agreement against them.
Automated Tender Offer Program. Participants in the book-entry transfer
facility may also tender their shares in accordance with the automated tender
offer program to the extent it is available to them for the shares they wish to
tender. A shareholder tendering through the automated tender offer program must
expressly acknowledge that the shareholder has received and agrees to be bound
by this letter of transmittal and that we may enforce such agreement against
them.
Guaranteed Delivery. If you want to tender your shares but your share
certificate(s) are not immediately available or cannot be delivered to the
depositary before the offer expires, the procedure for book-entry transfer
cannot be completed on a timely basis, or if time will not permit all required
documents to reach the depositary before the offer expires, your shares may
still be tendered, if all of the following conditions are satisfied:
o the tender is made by or through an eligible guarantor institution;
o the depositary receives by hand, mail, overnight courier or
facsimile transmission, before the expiration date, a properly
completed and duly executed notice of guaranteed delivery in the
form provided with this letter of transmittal, specifying the price
at which shares are being tendered, including (where required) a
signature guarantee by an eligible guarantor institution in the form
set forth in the notice of guaranteed delivery; and
o all of the following are received by the depositary within three
NASDAQ trading days after the date of receipt by the depositary of
the notice of guaranteed delivery:
o one of (a) the certificates for the shares, (b) a confirmation
of receipt of the shares pursuant to the procedure for
book-entry transfer described in this Instruction 2 or (c) in
the case of shares held in the BT Financial automatic dividend
reinvestment plan, completion of the appropriate sections of
this letter of transmittal, and
o one of (a) a properly completed and executed letter of
transmittal or a manually executed facsimile of it, including
any required signature guarantees, (b) an agent's message" of
the type described in this Instruction 2 in the case of a
book-entry transfer or (c) a specific acknowledgement in the
case of a tender through the "automated tender offer program"
described in this Instruction 2, and
o any other documents required by this letter of transmittal.
THE METHOD OF DELIVERING ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT
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YOUR ELECTION AND RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Except as specifically permitted by section 6 of the offer to purchase, BT
Financial will not accept any alternative, conditional or contingent tenders,
nor will it purchase any fractional shares, except as expressly provided in the
offer to purchase. All tendering shareholders, by execution of this letter of
transmittal or a manually signed facsimile of this letter of transmittal, waive
any right to receive any notice of the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Shares Tendered" above is inadequate, the certificate numbers
and/or the number of shares should be listed on a separate signed schedule and
attached to this letter of transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (This paragraph does not apply
to shareholders who tender by book-entry transfer.) If fewer than all of the
shares evidenced by any certificate are to be tendered, fill in the number of
shares that are to be tendered in the column entitled "Number of Shares
Tendered" in the box entitled "Description of Shares Tendered" above. In that
case, if any tendered shares are purchased, a new certificate for the remainder
of the shares (including any shares not purchased) evidenced by the old
certificate(s) will be issued and sent to the registered holder(s), unless
otherwise specified in either the box entitled "Special Payment Instructions" or
"Special Delivery Instructions" in this letter of transmittal, as soon as
practicable after the expiration date. Unless otherwise indicated, all shares
represented by the certificate(s) set forth above and delivered to the
depositary will be deemed to have been tendered.
If any tendered shares are not purchased or are properly withdrawn, or if
less than all shares evidenced by a shareholder's certificates are tendered,
certificates for unpurchased shares will be returned as soon as practicable
after the expiration or termination of the tender offer or the proper withdrawal
of the shares, as applicable. In the case of shares tendered by book-entry
transfer at the book-entry transfer facility, the shares will be credited to the
appropriate account maintained by the tendering shareholder at the book-entry
transfer facility. In each case, shares will be returned or credited without
expense to the shareholder.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. If you want to
tender your shares you must properly complete the pricing section of this letter
of transmittal, which is called "Price At Which You Are Tendering". You must
check one box in the pricing section. If more than one box is checked or no box
is checked, your shares will not be properly tendered. If you want to tender
portions of your shares at more than one price, you must complete a separate
letter of transmittal for each price at which you tender shares. However, the
same shares cannot be tendered at more than one price, unless previously and
properly withdrawn as provided in section 4 of the offer to purchase.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
Exact Signature. If this letter of transmittal is signed by the registered
holder(s) of the shares tendered, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificate(s) without any change
whatsoever.
Joint Holders. If the shares tendered are registered in the names of two
or more joint holders, each holder must sign this letter of transmittal.
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Different Names on Certificates. If any tendered shares are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate letters of transmittal (or manually signed
facsimiles) as there are different registrations of certificates.
Endorsements. When this letter of transmittal is signed by the registered
holder(s) of the shares tendered, no endorsements of certificates representing
the shares or separate stock powers are required unless payment is to be made or
the certificates for shares not tendered or not purchased are to be issued to a
person other than the registered holder(s). Signature(s) on the certificate(s)
must be guaranteed by an eligible institution.
If this letter of transmittal is signed by a person other than the
registered holder(s) of the certificates listed, or if payment is to be made or
certificates for shares not tendered or not purchased are to be issued to a
person other than the registered holder(s), the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appears on the certificates, and the
signatures on the certificates or stock powers must be guaranteed by an eligible
institution. See Instruction 1.
Signatures of Fiduciaries. If this letter of transmittal or any
certificate or stock power is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or any other person acting
in a fiduciary or representative capacity, that person should so indicate when
signing and must submit proper evidence satisfactory to BT Financial of his or
her authority to so act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover tax stamps need accompany this
letter of transmittal. BT Financial will pay any stock transfer taxes payable on
the transfer to it of shares purchased pursuant to the offer. If, however, (a)
payment of the purchase price is to be made to any person other than the
registered holder(s); (b) shares not tendered or rejected for purchase are to be
registered in the name(s) of any person(s) other than the registered holder(s);
or (c) certificates representing tendered shares are registered in the name(s)
of any person(s) other than the person(s) signing this letter of transmittal,
then the depositary will deduct from the purchase price the amount of any stock
transfer taxes (whether imposed on the registered holder(s), other person(s) or
otherwise) payable on account of the transfer to that person, unless
satisfactory evidence of the payment of the taxes or any exemption therefrom is
submitted.
8. ODD LOTS. If BT Financial is to purchase fewer than all shares properly
tendered and not properly withdrawn, the shares purchased first will consist of
all shares properly tendered by any shareholder who owns, beneficially or of
record, an aggregate of fewer than 100 shares (including shares held in BT
Financial's automatic dividend reinvestment plan, but not including any shares
held in the BT Financial Corporation 401(k) Plan for Banking Employees or the BT
Financial Corporation Defined Benefit Plan for Banking Employees) and who
tenders all of the holder's shares at or below the purchase price. This
preference will not be available unless the section captioned "Odd Lots" is
completed.
9. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in section 1 of
the offer to purchase, shareholders can specify in the "Description of Shares
Tendered" box of this letter of transmittal the order in which specified
portions of their shares will be purchased if, as a result of the proration
provisions or otherwise, some but not all of the tendered shares are purchased
in the tender offer. The order of purchase may have an effect on the federal
income tax treatment of the purchase price for the shares purchased. See
sections 1 and 14 of the offer to purchase.
10. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
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shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of this letter of transmittal or if the
certificates and/or checks are to be sent to someone other than the person
signing this letter of transmittal or to the signer at a different address, the
box entitled "Special Payment Instructions" and/or the box entitled "Special
Delivery Instructions" on this letter of transmittal should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
11. IRREGULARITIES. All questions as to the number of shares to be
accepted, the price to be paid for shares to be accepted and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of shares will be determined by BT Financial in its sole discretion and that
determination will be final and binding on all parties. BT Financial reserves
the absolute right to reject any or all tenders of any shares that it determines
are not in proper form or the acceptance for payment of or payment for which it
determines may be unlawful. BT Financial also reserves the absolute right to
waive any of the conditions of the tender offer or any defect or irregularity in
any tender with respect to any particular shares or any particular shareholder,
and BT Financial's interpretation of the terms of the tender offer (including
these Instructions) will be final and binding on all parties. No tender of
shares will be deemed to have been properly made until all defects or
irregularities have been cured by the tendering shareholder or waived by BT
Financial. Unless waived, any defects and irregularities in connection with
tenders must be cured within the time period, if any, BT Financial determines.
Neither BT Financial, nor any of the depositary, the information agent/dealer
manager or any other person will be under any duty to give notification of any
defects or irregularities in any tender or incur any liability for failure to
give any such notification.
12. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for additional copies of the offer to purchase, the letter of
transmittal or the notice of guaranteed delivery may be directed to the
information agent at the telephone number and address set forth the back page of
the offer to purchase and set forth below.
13. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a shareholder whose tendered shares are accepted for
purchase, or the shareholder's assignee (in either case, the "payee"), provide
the depositary with the payee's correct Taxpayer Identification Number ("TIN"),
which, in the case of a payee who is an individual, is the payee's social
security number. If the depositary is not provided with the correct TIN or an
adequate basis for an exemption, the payee may be subject to penalties imposed
by the IRS and backup withholding in an amount equal to 31% of the gross
proceeds received pursuant to the offer. If withholding results in an
overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each payee must provide the payee's correct
TIN by completing the Substitute Form W-9 set forth in this letter of
transmittal, certifying that the TIN provided is correct (or that the payee is
awaiting a TIN) and that
o the payee is exempt from backup withholding,
o the payee has not been notified by the Internal Revenue Service that
the payee is subject to backup withholding as a result of a failure
to report all interest or dividends, or
o the Internal Revenue Service has notified the payee that the payee
is no longer subject to backup withholding.
If the payee lacks a TIN, the payee should
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o consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for instructions on
applying for a TIN,
o write "Applied For" in the space provided in Part 1 of the
Substitute Form W-9, and
o sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number set forth in this document.
If the payee does not provide the payee's TIN to the depositary within sixty
(60) days, backup withholding will begin and continue until the payee furnishes
the payee's TIN to the depositary. Note that writing "Applied For" on the
Substitute Form W-9 means that the payee has already applied for a TIN or that
the payee intends to apply for one in the near future.
If shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 guidelines for information on which TIN to report.
Exempt payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt payee
should write "Exempt" in Part 2 of the Substitute Form W-9. See the enclosed W-9
guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, that person must submit a completed IRS
Form W-8 Certificate of Foreign Status or a Substitute Form W-8, signed under
penalty of perjury attesting to the exempt status. This form may be obtained
from the depositary.
Non-United States holders are urged to consult their tax advisors
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption, and the
refund procedure.
14. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If your certificate
for part or all of your shares has been lost, stolen, misplaced or destroyed,
you should contact Laurel Trust Company, the transfer agent for our shares, at
800-542-5978 (toll free), for instructions as to obtaining an affidavit of loss.
The affidavit of loss will then be required to be submitted together with this
letter of transmittal in order to receive payment for shares that are tendered
and accepted for payment. A bond may be required to be posted by you to secure
against the risk that the certificates may be subsequently recirculated. You are
urged to contact Laurel Trust Company immediately in order to receive further
instructions, to permit timely processing of this documentation and for a
determination as to whether you will need to post a bond.
15. CONDITIONAL TENDERS. As described in section 6 of the offer to
purchase, you may tender shares subject to the condition that all or a specified
minimum number of your shares tendered pursuant to this letter of transmittal or
a notice of guaranteed delivery must be purchased if any shares tendered are
purchased.
If you wish to make a conditional tender you must indicate this in the box
captioned "Conditional Tender" in this letter of transmittal or, if applicable,
the notice of guaranteed delivery. In the box in this letter of transmittal or
the notice of guaranteed delivery, you must calculate and appropriately indicate
the minimum number of shares that must be purchased if any are to be purchased.
As discussed in section 6 of the offer to purchase, proration may affect
whether BT Financial accepts conditional tenders and may result in shares
tendered pursuant to a conditional tender being deemed withdrawn if the minimum
number of shares would not be purchased. If, because of proration,
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the minimum number of shares that you designate will not be purchased, BT
Financial may accept conditional tenders by random lot, if necessary. However,
to be eligible for purchase by random lot, you must have tendered all your
shares and check the box so indicating. Upon selection by lot, if any, BT
Financial will limit its purchase in each case to the designated minimum number
of shares.
All tendered shares will be deemed unconditionally tendered unless the
"Conditional Tender" box is completed.
The conditional tender alternative is made available so that a shareholder
may seek to structure the purchase of shares pursuant to the offer in such a
manner that the purchase will be treated as a sale of such shares by the
shareholder, rather than the payment of a dividend to the shareholder, for
federal income tax purposes. If you are an odd lot holder and you tender all of
your shares, you cannot conditionally tender, since your shares will not be
subject to proration. It is the tendering shareholder's responsibility to
calculate the minimum number of shares that must be purchased from the
shareholder in order for the shareholder to qualify for sale rather than
dividend treatment. Each shareholder is urged to consult his or her own tax
advisor.
16. PENSION PLANS. Participants in either the BT Financial Corporation
401(k) Plan for Banking Employees or the BT Financial Corporation Defined
Benefit Plan for Banking Employees may not use this letter of transmittal to
direct the tender of shares allocated to their accounts under either of those
plans. The determination whether to tender any shares held in either the BT
Financial Corporation 401(k) Plan for Banking Employees or the BT Financial
Corporation Defined Benefit Plan for Banking Employees will be made solely by
Laurel Trust Company, as trustee of both plans. Laurel Trust Company has
informed us that they do not intend to tender any shares held in either plan.
17. AUTOMATIC DIVIDEND REINVESTMENT PLAN. If you want to tender shares of
BT Financial common stock held in your program account under BT Financial's
automatic dividend reinvestment plan, you must
o complete the box in this letter of transmittal entitled "Tender of
Shares Held in BT Financial Automatic Dividend Reinvestment Plan" by
choosing the option to tender all of your shares in the program
account or the option to tender a specific number of shares held in
your program account (if the box is not completed, no shares held in
your program account will be tendered), and
o indicate the number of shares being tendered from the automatic
dividend reinvestment plan account in the box in this letter of
transmittal entitled "Description of Shares Tendered."
As with shares held outside the automatic dividend reinvestment plan, you
may submit portions of the shares held in your automatic dividend reinvestment
plan account at different prices, but you must complete a separate letter of
transmittal for each price at which you tender shares. However, the same shares
cannot be tendered at more than one price, unless previously and properly
withdrawn as provided in section 4 of the offer to purchase.
Shares held in an automatic dividend reinvestment plan account are counted
as being owned beneficially or of record when calculating whether a shareholder
is an odd lot holder. If a participant in the automatic dividend reinvestment
plan is an odd lot holder and wants to obtain the benefit of the odd lot
priority, the participant must complete the box in this letter of transmittal
entitled "Odd Lots" and must tender all of the holder's shares held both in the
holder's automatic dividend reinvestment plan account and outside such account.
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Please note that you need to be the record holder of at least 100 shares
to be able to participate in the automatic dividend reinvestment plan. If your
share ownership falls below 100 shares by means of the tender and purchase of a
portion of your shares in the tender offer, you may not be able to participate
in the automatic dividend reinvestment plan.
If you tender shares held in your automatic dividend reinvestment plan
account, all such shares credited to your program account, including fractional
shares, will be tendered, unless otherwise specified in the box entitled "Tender
of Shares Held in BT Financial Automatic Dividend Reinvestment Plan."
The information agent and dealer manager for BT Financial's offer is:
KEEFE, BRUYETTE & WOODS, INC.
211 Bradenton Drive
Dublin, Ohio 43017-5034
Telephone: (877) 298-6520 (toll free)
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