EXHIBIT (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares. The Offer is made solely by the Offer to Purchase, dated
September 29, 2000 and the related Letter of Transmittal, and any amendments or
supplements to the Offer to Purchase or Letter of Transmittal. The Offer is not
being made to, nor will tenders be accepted from or on behalf of, holders of
Shares in any jurisdiction in which the making or acceptance of offers to sell
Shares would not be in compliance with the laws of that jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer will be deemed to be made on
behalf of BT Financial by Keefe, Bruyette & Woods, Inc., the Dealer Manager for
this Offer, or by one or more registered brokers or dealers licensed under the
laws of that jurisdiction.
Notice of Offer to Purchase for Cash
by
BT FINANCIAL CORPORATION
up to 1,668,329 Shares of its Common Stock
(including the Associated Preferred Share Purchase Rights)
at a Purchase Price Not Greater Than $20.00
Nor Less Than $18.00 Per Share
BT Financial Corporation, a Pennsylvania corporation ("BT Financial"), is
offering to purchase for cash up to 1,668,329 shares of its common stock, par
value $5.00 per share (including the associated preferred share purchase rights,
the "Shares"), upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated September 29, 2000 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which together, as they may be amended and
supplemented from time to time, constitute the "Offer"). BT Financial is
inviting its shareholders to tender their Shares at prices specified by the
tendering shareholders that are not greater than $20.00 nor less than $18.00 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions of the Offer. The Offer is not conditioned on any minimum
number of Shares being tendered. The Offer is, however, subject to other
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
TUESDAY, OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED.
BT Financial's Board of Directors has approved the Offer. However, neither
BT Financial nor its Board of Directors nor the Information Agent/Dealer Manager
is making any recommendation to BT Financial shareholders as to whether to
tender or not to tender their Shares or as to the price or prices at which
shareholders may choose to tender their Shares. Shareholders must make their own
decision as to whether to tender their Shares and, if so, how many Shares to
tender and the price or prices at which such Shares should be tendered. BT
Financial has been informed that none of its directors and executive officers
intend to tender any Shares in the Offer.
As soon as practicable following the "expiration date" (as defined below),
BT Financial will select the purchase price (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. BT Financial
will select the lowest purchase price between $18.00 and $20.00 net per share in
cash, without interest, that will enable it to purchase 1,668,329 shares, or
such lesser number of shares as are properly tendered, in the Offer. Shares
properly tendered at or below the Purchase Price and not properly withdrawn will
be purchased at the Purchase Price upon the terms and conditions of the Offer,
including the "odd lot", proration and conditional tender provisions. The term
"expiration date" means 5:00 p.m., New York City time, on Tuesday, October 31,
2000,
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unless BT Financial, in its sole discretion, extends the period of time during
which the Offer will remain open, in which event the term "expiration date" will
mean the latest time and date at which the Offer, as extended by BT Financial,
will expire.
BT Financial will not pay interest on the Purchase Price regardless of any
delay in making such payment. All Shares BT Financial purchases will be
purchased at the same Purchase Price, even if the shareholder specified a lower
price. BT Financial reserves the right to purchase in the Offer an additional
amount of Shares, not to exceed 2% of the outstanding Shares, without amending
or extending the Offer. For purposes of the Offer, BT Financial 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 the Offer,
only when, as and if BT Financial gives oral or written notice to Laurel Trust
Company, the depositary for the Offer, of BT Financial's acceptance of the
Shares for payment. Payment for Shares tendered and accepted for payment under
the Offer will be made only after timely receipt by the depositary of (1)
certificates for such Shares or a confirmation of a book-entry transfer of such
Shares into the depositary's account at The Depository Trust Company, as
"book-entry transfer facility", and (2) a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile of the Letter of
Transmittal), an agent's message (as defined in the Offer to Purchase) in the
case of a book-entry transfer, or the specific acknowledgment in the case of a
tender through the Automated Tender Offer Program of the book-entry transfer
facility, and (3) any other documents required by the Letter of Transmittal.
Upon the terms and subject to the conditions of the Offer, if more than
1,668,329 Shares are properly tendered at prices equal to or below the Purchase
Price and not properly withdrawn, BT Financial will purchase properly tendered
Shares in the following order: (1) all Shares properly tendered and not properly
withdrawn by any "odd lot holder" of less than 100 Shares who (a) tenders all
Shares owned beneficially or of record by such odd lot holder at a price equal
to or below the Purchase Price (tenders of less than all Shares owned will not
qualify for this preference) and (b) completes the section entitled "Odd Lots"
in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed
Delivery and (2) after the purchase of all of the foregoing Shares and subject
to the conditional tender procedures, all other Shares properly tendered and not
properly withdrawn at prices equal to or below the Purchase Price prior to the
expiration date, on a pro rata basis, with appropriate adjustments to avoid
purchases of fractional Shares. If, as described above, BT Financial elects to
purchase more than 1,668,329 Shares in the Offer, subject to applicable law, the
preceding provisions will apply to the greater number of Shares. All other
Shares tendered and not purchased will be returned to the shareholder at BT
Financial's expense as soon as practicable after the expiration date.
BT Financial reserves the right, in its sole discretion, at any time and
from time to time, to extend the period of time during which the 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 thereof before 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date.
Tendered Shares may be withdrawn at any time before the expiration date
and, unless accepted for payment by BT Financial after the expiration date, may
also be withdrawn at any time after 12:00 midnight, New York City time, on
Wednesday, November 29, 2000. For withdrawal to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
depositary at its address set forth on the back page of the Offer to Purchase.
Any such 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
those certificates, the serial numbers shown on the certificates must be
submitted to the depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an "eligible guarantor institution" (as defined in the
Offer to Purchase), unless the Shares have been tendered for the account of an
eligible guarantor institution. If Shares have been tendered pursuant to the
procedure for book-entry transfer set forth in the Offer to Purchase, any
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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 about the form and validity of any notice of withdrawal, including the
time of receipt, will be determined by BT Financial, whose determination will be
final and binding. None of BT Financial, Laurel Trust Company, as the
depositary, Keefe, Bruyette & Woods, Inc, as the Dealer Manager/Information
Agent, or any other person will be under any duty to give notification of any
defects or irregularities in any tender or notice of withdrawal or incur any
liability for failure to give any such notification. Except as otherwise
provided in the Offer to Purchase, tenders of Shares are irrevocable.
In certain circumstances, some tendering shareholders whose Shares are
purchased in the Offer may be treated for U.S. federal tax purposes as having
received an amount taxable as a distribution or dividend rather than as a
capital gain or loss. Some tendering shareholders may choose, for U.S. federal
tax reasons, to submit a conditional tender specifying that all or a minimum
number of their Shares must be purchased if any are purchased. The conditional
tenders may be deemed withdrawn if proration would result in less than the
specified minimum number of Shares being purchased from a shareholder making the
conditional tender. Shareholders are strongly encouraged to read the Offer to
Purchase for additional information regarding the U.S. federal tax consequences
of participating in the Offer.
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 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.
No fees or commissions will be payable by BT Financial to brokers,
dealers, commercial banks or trust companies for soliciting tenders of Shares
under the Offer (other than fees or reimbursements described in the Offer to
Purchase).
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated in this advertisement by reference to the Offer to
Purchase.
The Offer to Purchase and the related Letter of Transmittal are being
mailed to record holders of Shares whose names appear on BT Financial's
shareholder list and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the 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.
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THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS SHOULD READ THEM CAREFULLY BEFORE MAKING ANY
DECISION REGARDING THE OFFER.
Any questions or requests for assistance may be directed to the
Information Agent/Dealer Manager at its telephone number and address set forth
below. Additional copies of the Offer to Purchase, the Letter of Transmittal and
the Notice of Guaranteed Delivery may be obtained from the Information Agent at
the address and telephone number set forth below and will be promptly furnished
at BT Financial's expense. Shareholders may also contact their broker, dealer,
commercial bank, trust company or nominee for assistance concerning the Offer.
To confirm delivery of Shares, shareholders should contact the depositary.
The Information Agent and Dealer Manager for the Offer is:
Keefe, Bruyette & Woods, Inc.
211 Bradenton Drive
Dublin, Ohio 43017-5034
September 29, 2000
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