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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 1)
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.
/X/ Checkthe 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.
<TABLE>
<CAPTION>
<S> <C>
Amount Previously Paid: $6,673.32 Form or Registration No.: Schedule TO
Filing Party: BT Financial Corporation Date Filed: September 29, 2000
</TABLE>
/ / 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. /X/
<PAGE>
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase and Letter of
Transmittal, as modified by the information on the press releases contained at
Item 12(a), is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(9) Text of Press Release issued by the Company, dated November 1,
2000; and
(a)(10) Text of Press Release issued by the Company, dated November 6,
2000.
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.
November 7, 2000 BT FINANCIAL CORPORATION
/s/ John H. Anderson
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John H. Anderson
Chairman and Chief Executive Officer
<PAGE>
Exhibit (a)(9)
John H. Anderson, Chairman and Chief Executive Officer
814/532-3801
Immediately - November 2, 2000
BT FINANCIAL CORPORATION ANNOUNCES PRELIMINARY
RESULTS OF TENDER OFFER
JOHNSTOWN, PENNSYLVANIA (NOVEMBER 2, 2000) - Today, BT Financial Corporation
(NASDAQ NMS: BTFC) announced the preliminary results of the modified Dutch
Auction Tender Offer that expired on October 31, 2000.
BT Financial plans to repurchase 1,730,013 shares that were tendered at
$19.50 per share. The tentative value of the shares to be purchased is about
$33.7 million. The preliminary number of shares to be purchased represents about
10.4% of BT Financial's 16,683,294 shares of common stock outstanding on October
31, 2000. The Dutch Auction began on September 29, 2000. Under the terms of the
offer, BT Financial shareholders could offer to sell to BT Financial all or part
of the shares they owned within a price range of $18 to $20 per share.
Originally, BT Financial offered to repurchase up to 1,668,329 shares or 10% of
its common stock (including the associated preferred share purchase rights),
with the ability to repurchase up to an additional 2% of the outstanding shares.
Keefe, Bruyette & Woods, Inc. acted as depository in the offer. The
preliminary number of shares and share price are subject to verification by
Keefe, Bruyette & Woods. Once they complete the verification process, the actual
numbers will be announced.
BT Financial anticipates payment for all shares purchased to be made on or
about November 8, 2000.
BT Financial instituted the tender offer to improve returns and to enhance
shareholder value. It is part of BT Financial's efforts to continue its positive
earnings momentum and to implement the accelerated growth strategy that it
believes will produce superior returns for its shareholders.
BT Financial Corporation is a bank holding company with headquarters at BT
Financial Plaza, 551 Main Street, Johnstown, with assets totaling $2.1 billion.
The Corporation's banking affiliate is Laurel Bank, Johnstown, which serves 12
counties throughout southwestern Pennsylvania. BT Financial Corporation's other
affiliates include Laurel Trust Company, a state chartered trust company, Laurel
Investment Advisors, Inc., a registered investment advisor, Bedford Associates,
Inc., a real estate company, Bedford Associates of Delaware, Inc., an investment
company, Flex Financial Consumer Discount Company, and Laurel Community
Development Corporation, which provides housing for low to moderate income
citizens.
This news release may contain forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Actual future results and
trends could differ materially from those set forth in such statements due to
various factors. Such factors include the possibility that increased demand or
prices for the Company's financial services and products may not occur, changing
economic and competitive conditions, technological developments, and other risks
and uncertainties, including those detailed in the Company's filings with the
Securities and Exchange Commission.
<PAGE>
Exhibit (a)(10)
John H. Anderson, Chairman and Chief Executive Officer
Immediately - November 6, 2000
BT FINANCIAL CORPORATION ANNOUNCES FINAL RESULTS OF TENDER OFFER
JOHNSTOWN, PA November 6, 2000 -- Today, BT Financial Corporation (NASDAQ NMS:
BTFC) announced the final results of the modified Dutch auction tender offer
that expired on October 31, 2000.
BT Financial will repurchase 1,729,373 shares at $19.50 per share, for a
total purchase price of $33.7 million. The number of shares to be purchased
represents 10.4% of BT Financial's 16,683,294 shares of common stock outstanding
on October 31, 2000.
Once the purchase is completed, 14,953,921 shares of common stock will be
outstanding.
"We are pleased with the results of the tender offer," said, John H.
Anderson, Chairman and Chief Executive Officer of BT Financial.
BT Financial Corporation is a bank holding company with headquarters at BT
Financial Plaza, 551 Main Street, Johnstown, with assets totaling $2.1 billion.
The Corporation's banking affiliate is Laurel Bank, Johnstown, which serves 12
counties throughout southwestern Pennsylvania. BT Financial Corporation's other
affiliates include Laurel Trust Company, a state-chartered trust company; Laurel
Investment Advisors, Inc., a registered investment advisor; Bedford Associates,
Inc., a real estate company; Bedford Associates of Delaware, Inc., an investment
company; Flex Financial Consumer Discount Company; and Laurel Community
Development Corporation, which provides housing for low- to moderate-income
citizens.
This news release may contain forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Actual future results and
trends could differ materially from those set forth in such statements due to
various factors. Such factors include the possibility that increased demand or
prices for the Company's financial services and products may not occur, changing
economic and competitive conditions, technological developments, and other risks
and uncertainties, including those detailed in the Company's filings with the
Securities and Exchange Commission.
