EXHIBIT 99.1
BT FINANCIAL CORPORATION
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NEWS RELEASE
Contact: John H. Anderson, Chairman and Chief Executive Officer
For Release: Immediately - September 26, 2000
BT FINANCIAL CORPORATION ANNOUNCES MAJOR RESTRUCTURING
TO ENHANCE FUTURE EARNINGS
CORPORATE REORGANIZATION AND STOCK REPURCHASE TO DRIVE
GROWTH AND DIVERSIFICATION.
JOHNSTOWN, PENNSYLVANIA (SEPTEMBER 26, 2000) - BT Financial Corporation
(NASDAQ NMS: BTFC) today announced a series of strategic initiatives to enhance
future growth in revenue and earnings per share. BTFC is creating a strategy
that will ensure its ability to operate aggressively in a competitive financial
services market without sacrificing its community-based values. Four principal
initiatives were announced: 1) reorganization to a multi-channel, market-driven
delivery system, 2) repurchase up to ten percent of its common stock through a
modified Dutch auction tender, 3) adoption of a new name, and 4) investment in a
new e-commerce strategy.
In commenting on the initiatives, John H. Anderson, Chairman and Chief
Executive Officer, stated, "Today's exciting announcements are beieng made
against a backdrop of lower than expected earnings per share for the third
quarter. Due to continued pressure on net interest margins, we expect to report
results in the range of $0.33 to $0.35 per share for the period ending September
30, 2000." Anderson indicated that as a result of the new strategic initiatives,
BTFC will take a pre-tax restructuring charge of $6.6 million or $0.39 per share
in the fourth quarter of 2000, primarily to cover expenses related to the new
identity rollout, early retirement and reorganization costs. Going forward, the
Corporation expects to reduce annual expenses by $1.5 million. Based on this
assumption and its actualization, together with the full repurchase of 1.6
million shares, the Corporation projects an incremental addition of $0.08 to
$0.10 per share to fiscal 2001 net income.
CORPORATE RESTRUCTURING
To maintain its competitive advantage, BTFC will reorganize into a
multi-channel, market-driven organization that can skillfully blend new
technology-based delivery alternatives with a more efficient branch system.
Staffing changes and early retirements are anticipated as a part of the
restructuring process. Anderson stated, "in many respects, this restructuring is
a natural outgrowth of our evolving market. It will allow us to build a
portfolio of branded businesses around distinct delivery propositions and to
allocate resources where potential returns are the greatest."
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BT Financial Corporation BT Financial Plaza 551 Main Street Johnstown, PA 15901
(814) 532-3801 Fax: (814)536-2278
Affiliates: Johnstown Bank and Trust Company Laurel Bank Fayette Bank
BT Management Trust Company Bedford Associates, Inc.
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BT FINANCIAL CORPORATION
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NEWS RELEASE
Contact: John H. Anderson, Chairman and Chief Executive Officer
For Release: Immediately - September 26, 2000
-2-
STOCK BUYBACK
The Board of Directors of BTFC has selected a modified Dutch auction
tender with the goal of improving earnings per share and return on equity. Under
this format, shareholders will have the opportunity to sell part or all of their
shares to the Corporation at a price of not less than $18.00 per share nor in
excess of $20.00 per share. Upon expiration of the tender, BTFC will select the
lowest purchase price that will permit it to buy the desired number of shares.
The offer to purchase shares will begin September 29, 2000 and expire on October
31, 2000.
NEW IDENTITY
Effective November 15, 2000, BT Financial Corporation and its affiliates
will begin operating under a new name: Promistar. BT Financial Corporation, with
the Nasdaq ticker symbol "BTFC" will become Promistar Financial Corporation and
trade under the symbol "PRFC". The 72 branches of Laurel Bank will operate under
the Promistar Bank banner, and Laurel Trust Company and Laurel Investment
Advisors, Inc. will re-emerge as Promistar Trust Company and Promistar
Investment Advisors, Inc.
Steven C. Ackmann, President and COO, will lead the new Promistar Bank
management team. Mr. Ackmann, 49, has 27 years of banking experience and more
than 14 years of service with the Corporation, where he retains the title of
President and COO. Eric F. Rummel has been named to the newly created position
of Chief Risk Officer. Mr. Runnel, 48, will oversee credit policy, audit
compliance and risk management on a corporate-wide basis. He brings to this
position over 27 years of senior level expertise with the Corporation.
INTERNET BANKING
On November 15, 2000, Promistar Financial's new Internet banking services
will debut at http//:www.promistar.com. The explosion in Internet use is driving
demand for alternative delivery systems. By anticipating e-commerce solutions to
customer needs, Promistar will be well-positioned to exploit future business
opportunities. Anderson commented, "How we do business is changing. We're not
just placing technology on top of a traditional banking structure. We are
creating an operating environment where information is driving action. The
initiatives we announced today are an exciting preamble to future growth and
expansion.
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BT Financial Corporation BT Financial Plaza 551 Main Street Johnstown, PA 15901
(814) 532-3801 Fax: (814)536-2278
Affiliates: Johnstown Bank and Trust Company Laurel Bank Fayette Bank
BT Management Trust Company Bedford Associates, Inc.
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BT FINANCIAL CORPORATION
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NEWS RELEASE
Contact: John H. Anderson, Chairman and Chief Executive Officer
For Release: Immediately - September 26, 2000
-3-
BT Financial Corporation is a bank holding company with headquarters at BT
Financial Plaza, 551 Main Street, Johnstown, with assets totaling $2 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.
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BT Financial Corporation BT Financial Plaza 551 Main Street Johnstown, PA 15901
(814) 532-3801 Fax: (814)536-2278
Affiliates: Johnstown Bank and Trust Company Laurel Bank Fayette Bank
BT Management Trust Company Bedford Associates, Inc.
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BT FINANCIAL CORPORATION
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NEWS RELEASE
Contact: Brian H. Lehman, Senior Vice President and Chief Financial Officer
For Release: 814/532-3374
Immediately - September 26, 2000
BT FINANCIAL CORPORATION BEGINS DUTCH AUCTION TENDER OFFER FOR UP TO 1.6
MILLION OF ITS COMMON SHARES
OFFER REPRESENTS 10% OF OUTSTANDING COMMON STOCK
JOHNSTOWN, PENNSYLVANIA (SEPTEMBER 26, 2000) - BT Financial Corporation
(NASDAQ NMS: BTFC) announced today that it has commenced a Dutch Auction tender
offer to purchase up to 1.6 million or 10% of its common shares (including the
associated preferred share purchase rights). Under the terms of the offer, BT
Financial shareholders may offer to sell to BT Financial all or a portion of the
shares they own within a price range of $18 to $20 per share in cash. The offer
begins September 29, 2000 and will expire at 5:00 p.m., New York City time, on
Tuesday, October 31, 2000, unless the offer is extended by BT Financial.
BT Financial said that on September 26, 2000 it announced several
initiatives intended to improve returns and to enhance shareholder value. One of
those initiatives is this tender offer, which provides two alternatives to BT
Financial shareholders. Subject to the maximum number of shares BT Financial is
seeking to purchase, shareholders have the opportunity either to receive in cash
a value approximately 10 to 15% in excess of the current market value of BT
Financial's common shares or to remain invested in BT Financial as it seeks to
continue its positive earnings momentum and implement the accelerated growth
strategy that BT Financial believes will produce superior returns for its
shareholders.
The tender offer permits tendering BT Financial shareholders to specify
the price, within the $18 - $20 price range, at which they are willing to sell
their shares. Once the offer expires, subject to the specific terms and
conditions of the tender offer, BT Financial will examine the prices chosen by
shareholders and will select the lowest purchase price that will allow it to
purchase 1.6 million shares, or such lesser number of shares as are tendered. If
the total number of shares tendered at or below the selected price and not
withdrawn is more than 1.6 million, BT Financial will first purchase shares
tendered at or below the selected price by odd lot holders. BT Financial will
then purchase, on a pro rata basis, shares from all other shareholders who
tendered shares at or below the selected price. All purchased shares will
receive the same price. BT Financial has reserved the right to purchase up to an
additional 2% of its shares, subject to applicable law. BT Financial's offer is
not conditioned on any minimum number of shares being tendered. The offer is
subject to a number of other terms and conditions that are specified in the
Offer to Purchase being distributed to shareholders.
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BT Financial Corporation BT Financial Plaza 551 Main Street Johnstown, PA 15901
(814) 532-3801 Fax: (814)536-2278
Affiliates: Johnstown Bank and Trust Company Laurel Bank Fayette Bank
BT Management Trust Company Bedford Associates, Inc.
<PAGE>
BT FINANCIAL CORPORATION
--------------------------------------------------------------------------------
NEWS RELEASE
Contact: Brian H. Lehman, Senior Vice President and Chief Financial Officer
For Release: 814/532-3374
Immediately - September 26, 2000
- 2 -
The Dealer Manager and Information Agent for BT Financial's Dutch Auction
tender offer is Keefe, Bruyette & Weeds, Inc. BT Financial's Board of Directors
has approved this tender offer. However, neither BT Financial, its Board of
Directors nor the Information Agent/Dealer Manager is making any recommendation
to shareholders as to whether to tender or refrain from tendering their shares
or as to the price or prices at which they 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's Board of Directors and executive
officers have advised BT Financial that they will not tender any of their shares
in the offer.
This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any shares of BT Financial's
common stock. The offer is being made solely by the Offer of Purchase. Investors
are urged to read BT Financial's tender offer statement on Schedule TO being
filed today with the SEC in connection with the "Dutch Auction" tender offer,
which includes as an exhibit, the Offer to Purchase, as well as any amendments
or supplements to this statement when they become available, because they
contain important information. Each of these documents has been or will be filed
with the SEC and investors may obtain them for free from the SEC at the SEC's
website (www.sec.gov) or from BT Financial by directing such request to: BT
Financial Corporation, Investor Relations Department, BT Financial Plaza, 551
Main Street, Johnstown, Pennsylvania, telephone toll-free 1-800-441-6252, or
Keefe, Bruyette & Woods, Inc. at (877) 298-6520 (toll free).
BT Financial Corporation is a bank holding company with headquarters at BT
Financial Plaza, 551 Main Street, Johnstown, with assets totaling $2 billion.
The Corporation's banking affiliate is Laurel Bank, Johnstown, which serves 12
counties throughout southwestern Pennsylvania. BT Financial Investment
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' 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.
================================================================================
BT Financial Corporation BT Financial Plaza 551 Main Street Johnstown, PA 15901
(814) 532-3801 Fax: (814)536-2278
Affiliates: Johnstown Bank and Trust Company Laurel Bank Fayette Bank
BT Management Trust Company Bedford Associates, Inc.
