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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BT FINANCIAL CORPORATION
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(Name of Subject Company (Issuer))
BT FINANCIAL CORPORATION
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(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, par value $5.00 per share
(Including the associated Preferred Share Purchase Rights)
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(Title of Class of Securities)
055763106
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(CUSIP Number of Class of Securities)
John H. Anderson
Chairman and Chief Executive Officer
BT Financial Corporation
BT Financial Plaza, 551 Main Street
Johnstown, Pennsylvania 15901
(814) 532-3801
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
Copies to:
Kristen Larkin Stewart
Kirkpatrick & Lockhart LLP
Henry W. Oliver Building
535 Smithfield Street
Pittsburgh, Pennsylvania 15222
(412) 355-6500
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Calculation of Filing Fee
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Transaction Valuation*: $33,366,580 Amount of Filing Fee: $6,673.32
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* Estimated for purposes of calculating the amount of the filing fee only,
in accordance with Rule 0-11 of the Securities Exchange Act of 1934. This
calculation assumes the purchase of 1,668,329 shares of common stock, par
value $5.00 per share, at the maximum tender offer price of $20.00 per
share in cash.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: _________ Form or Registration No.: _____________
Filing Party: ___________________ Date Filed: ___________________________
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| Third-party tender offer subject to Rule 14d-1.
|X| Issuer tender offer subject to Rule 13e-4.
|_| Going-private transaction subject to Rule 13e-3.
|_| Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
<PAGE>
This Tender Offer Statement on Schedule TO relates to the issuer tender
offer by BT Financial Corporation, a Pennsylvania corporation, to purchase up to
1,668,329 shares of its common stock, par value $5.00 per share, including the
associated preferred shares purchase rights issued pursuant to the Rights
Agreement dated as of March 27, 1991 between BT Financial Corporation and BT
Management Trust Company, as rights agent. BT Financial Corporation is offering
to purchase these shares at a price not greater than $20.00 nor less than $18.00
per share, net to the seller in cash, without interest, as specified by
shareholders tendering their shares. BT Financial Corporation's tender offer is
made on the terms and subject to the conditions set forth in the Offer to
Purchase, dated September 29, 2000, and in the related Letter of Transmittal,
which, as amended or supplemented from time to time, together constitute the
tender offer.
Item 1. Summary Term Sheet.
The information set forth in the "Summary" of the Offer to Purchase is
incorporated herein by reference.
Item 2. Subject Company Information.
(a) The issuer of the securities to which this Schedule TO relates is BT
Financial Corporation, a Pennsylvania corporation (the "Company"), and the
address of its principal executive office and its mailing address is BT
Financial Plaza, 551 Main Street, Johnstown, Pennsylvania 15901.
(b) This Schedule TO relates to the offer by the Company to purchase up to
1,668,329 shares (or such lesser number of shares as are properly tendered) of
its common stock, $5.00 par value per share (the "Shares"), 16,683,294 of which
Shares were outstanding as of September 22, 2000.
(c) The information set forth in "Summary" and "Section 8. Price Range of
Shares; Dividends; Our Rights Agreement" of the Offer to Purchase is
incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The Filing Person for which this schedule TO relates is the Subject
Company. For information regarding the Subject Company, see Item 2(a) above.
Item 4. Terms of the Transaction.
(a) The information set forth in "Summary" and "Section 1. Number of
Shares; Price; Priority of Purchase," "Section 3. Procedures for Tendering
Shares," "Section 4. Withdrawal Rights," "Section 9. Source and Amount of
Funds," "Section 11. Information About Our Shares; Interest of Directors and
Officers; Transactions and Arrangements Concerning Shares" and "Section 12.
Effects of Our Offer on the Market for Shares; Registration under the Exchange
Act" of the Offer to Purchase is incorporated herein by reference.
(b) Securities will not be purchased from any officer, director or
affiliate of the Subject Company. The information set forth in "Section 3.
Procedures for Tendering Shares" and "Section 11. Information About Our Shares;
Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning Shares" of the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a)-(b) Not applicable.
Item 6. Purposes of the Transaction and Plans and Proposals.
<PAGE>
(a)-(c) The information set forth in "Section 2. Recent Developments;
Purposes of Our Offer," and "Section 11. Information About Our Shares; Interest
of Directors and Officers; Transactions and Arrangements Concerning Shares" of
the Offer to Purchase is incorporated herein by reference.
Item 7. Source and amount of Funds or Other Consideration.
(a) The information set forth in "Section 9. Source and Amount of Funds"
of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "Section 7. Conditions to Our Offer" and
"Section 9. Source and Amount of Funds" of the Offer to Purchase is incorporated
herein by reference.
(d) The information set forth in "Section 9. Source and Amount of Funds"
of the Offer to Purchase is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a) Not applicable.
(b) Not applicable.
Item 9. Persons/Assets, Retained, Employed, Compensated, or Used.
The information set forth in "Section 16. Fees and Expenses" of the Offer
to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
(a)-(b) The information set forth in "Section 10. Information About Us" of
the Offer to Purchase is incorporated herein by reference.
Item 11. Additional Information.
(a) Not applicable.
(b) Not applicable.
Item 12. Exhibits.
(a)(1) Form of Offer to Purchase, dated September 29, 2000 and form of
Letter of Transmittal (including Certification of Taxpayer Identification
Number on Form W-9).
(a)(2) Form of Notice of Guaranteed Delivery.
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (including the Instruction
Form).
(a)(5) Form of Letter to Shareholders of the Company, dated September 29,
2000, from John H. Anderson, Chairman of the Company.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
2
<PAGE>
(a)(7) Form of Summary Advertisement.
(a)(8) Text of Press Releases issued by the Company, dated September 26,
2000 are hereby incorporated herein by reference to the Company's Form 8-K
filed with the Securities and Exchange Commission on September 26, 2000.
(b) Commitment Letter dated September 13, 2000 between BT Financial
Corporation and The Northern Trust Company and Commitment Letter dated
September 14, 2000 between BT Financial Corporation and SunTrust Bank
Atlanta.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
September 29, 2000 BT FINANCIAL CORPORATION
/s/ John H. Anderson
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John H. Anderson
Chairman and Chief Executive Officer
