FORM 8-K
CURRENT REPORT
(As last amended in Real. N. 34-25113, eff. 1/30/95.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 1999
Lake Ariel Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 2-85306 23-2244948
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) Id. No.)
Post Office Box 67, Lake Ariel, Pennsylvania 18436
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (570) 698-5695
Former name or former address, if changed from last report: Not Applicable.
<PAGE>
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On Monday, August 16, 1999, the Boards of Directors of NBT Bancorp, Inc. and
Lake Ariel Bancorp, Inc. announced they have entered into a definitive agreement
of merger. The merger is subject to the approval of each companies' shareholders
and banking regulators. See press release attached for further details and
discussion.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Financial Statement of Business Acquired.
Not Applicable.
Pro Forma Financial Information.
Not Applicable.
Exhibits.
Press Release.
<PAGE>
Item 8. Change in Fiscal Year.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAKE ARIEL BANCORP, INC.
(Registrant)
Date: August 17, 1999 /S/ Joseph J. Earyes
--------------------
Joseph J. Earyes, Vice President
and Treasurer
Page one of four
NBT Bancorp Inc. Lake Ariel Bancorp, Inc.
52 South Broad Street 409 Lackawanna Avenue, Suite 201
Norwich, NY 13815 Scranton, PA 18503
Daryl R. Forsythe John G. Martines
607-337-6416 570-341-8417
ATTENTION: FINANCIAL/BUSINESS EDITORS
NORWICH, NY, and SCRANTON, PA, August 16, 1999 --- NBT Bancorp Inc.
(NASDAQ: NBTB), the parent company of NBT Bank, N.A., and Lake Ariel Bancorp,
Inc. (NASDAQ: LABN), the parent company of LA Bank, N.A., announced today that
they have entered into a definitive agreement of merger. The merger is subject
to the approval of each company's shareholders and of banking regulators.
The merger is expected to close in the first quarter of 2000 and is
intended to be accounted for as a pooling-of-interests and to qualify as a
tax-free exchange for Lake Ariel shareholders. The transaction is valued at
$92.8 million or $18.50 per share for the outstanding common shares of Lake
Ariel Bancorp, Inc. (Lake Ariel). Shareholders of Lake Ariel will receive a
minimum of 0.8315 shares and a maximum of 0.9487 shares of NBT common stock for
each share exchanged. Based on the August 13 closing price of $20.25 for NBT
Bancorp Inc. (NBT) common stock, NBT will issue approximately 4.6 million shares
and share equivalents in exchange for all of the Lake Ariel common stock and
share equivalents outstanding. Lake Ariel has provided NBT an option to acquire
up to 965,300 shares of Lake Ariel's common stock (equivalent to 19.9% of Lake
Ariel's common stock currently outstanding) exercisable in the event of certain
circumstances involving transactions with third parties, acts of third parties,
or break-up of the merger agreement.
<PAGE>
Page two of four
Lake Ariel will be merged into NBT, with LA Bank, N.A. becoming the
second banking subsidiary of NBT. NBT President and CEO, Daryl R. Forsythe,
states, "We are extremely pleased to move into Pennsylvania through the merger
of this strong growing bank. LA Bank has become a bank known in Northeastern
Pennsylvania for its community service, much as NBT is known in its New York
market areas. LA Bank has aggressively grown its franchise over the past five
years, and our combined strength of capital and management will encourage
continued growth. We expect the transaction to be accretive to earnings in the
first full year of combination."
John G. Martines, CEO of Lake Ariel and President and CEO of LA Bank,
adds, "This is an exciting opportunity for us. It allows LA Bank to keep its
identity and remain the leading locally run bank in its markets. We will be able
to offer our customers expanded lending capabilities, trust services, venture
capital, and other products, which should aid in future growth. NBT is a strong
performing, well managed company, and we look forward to sharing their
resources."
NBT Bank, N.A., the wholly owned subsidiary of NBT, is a full service
commercial bank with total assets of over $1.3 billion. The Bank has 36 branches
in nine counties in central New York. NBT and NBT Bank are headquartered in
Norwich, NY, where the Bank was formed in 1856. NBT has approximately 3,700
shareholders and 12.5 million common shares outstanding.
<PAGE>
Page three of four
Lake Ariel's wholly owned subsidiary, LA Bank, N.A., has approximately
$500 million in assets. The Bank has 22 branch offices serving five counties in
Northeastern Pennsylvania. The Company is headquartered in Lake Ariel,
Pennsylvania, has approximately 1,400 shareholders and 4.9 million common shares
outstanding. The Company's financial center, including executive offices, is in
Scranton, Pennsylvania.
The combined company, NBT Bancorp Inc., with proforma assets of $1.8
billion and 58 branch banks, will be headed by President and CEO Daryl R.
Forsythe, who holds these titles for NBT Bank, N.A. John Martines will continue
as the President and CEO of LA Bank, N.A. and will head the Pennsylvania efforts
of NBT.
Concurrent with this announcement, NBT Bancorp Inc. has reduced its stock
repurchase plan from 600,000 shares to 200,000 which leaves 76,500 shares
remaining for repurchase under the reduced plan.
Forward-Looking Information
This news release contains statements regarding the projected performance of NBT
and Lake Ariel on a stand-alone and proforma combined basis. These statements
constitute forward-looking information within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from the projections discussed in this release since such projections involve
significant risks and uncertainties. Factors that might cause such differences
include, but are not limited to: the timing of closing the proposed merger being
delayed;
<PAGE>
Page four of four
competitive pressures among financial institutions increasing significantly;
economic conditions, either nationally or locally in areas in which NBT and Lake
Ariel conduct their operations, being less favorable than expected; the cost and
effort required to integrate aspects of the operations of the companies being
more difficult than expected; expected cost savings from the proposed merger not
being fully realized or realized within the expected time frame; legislation or
regulatory changes which adversely affect the ability of the combined company to
conduct its current or future operations; and the impact of the transition to
the year 2000 on the operations of NBT, Lake Ariel, or the combined company. NBT
and Lake Ariel disclaim any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
included herein to reflect future events or developments.
****END OF RELEASE****
