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Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
Filed pursuant to Rule 14a-12 under
The Securities Exchange Act of 1934
May 2, 2000
Dear Stockholder:
As you may know, on April 20, 2000, NBT Bancorp announced an agreement with
BSB Bancorp of Binghampton, New York, under which BSB would merge with NBT. In
view of this significant announcement, we have determined that the vote by our
stockholders at our special meeting regarding the NBT/Pioneer American merger
must be postponed to a later date.
We mailed you the proxy statement regarding our May 16th meeting on or
about April 5, 2000. In the event you no longer have a copy of the proxy
material and would like an additional copy, please contact Patricia A. Cobb,
Esquire at 570-282-8045.
The special meeting scheduled for May 16, 2000 at 10:00 A.M. will be called
at the main office of Pioneer American at 41 N. Main Street, Carbondale, PA to
entertain a motion to adjourn this meeting and to reconvene the meeting on a
later date. The reconvened meeting, tentatively scheduled on June 20, 2000 at
10:00 A.M. at the Heart Lake Lodge, Jermyn, PA, will be for the purpose to
consider and vote upon the merger between NBT Bancorp and Pioneer American.
The Plan to adjourn the May 16th meeting and reconvene it on a later date
will allow us the time necessary for preparation and distribution to and
consideration by our stockholders of supplemental proxy information related to
the NBT merger which is required by the Securities and Exchange Commission due
to the BSB development. EACH SHAREHOLDER WILL RECEIVE SUPPLEMENTAL PROXY
INFORMATION AND THE ANNOUNCEMENT OF THE EXACT DATE, TIME AND PLACE OF THE
RECONVENED MEETING, AS SOON AS THE INFORMATION IS AVAILABLE. We appreciate your
patience as we work to provide you with information in compliance with the laws
and regulations that govern these matters.
Sincerely,
John W. Reuther
President and
Chief Executive Officer
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This letter may be deemed to be solicitation material in respect of the
proposed acquisition of Pioneer American by NBT through the merger of a
wholly-owned subsidiary of NBT with Pioneer American, pursuant to an Agreement
and Plan of Merger, dated as of December 7, 1999 and amended as of March 7,
2000, by and among NBT, a wholly-owned subsidiary of NBT, and Pioneer American
(the "Agreement"). Filing of this letter is being made in connection with
Regulation of Takeovers and Security Holder Communications (Release No. 33-7760,
34-42055) promulgated by the Securities and Exchange Commission ("SEC").
Pioneer and its director and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the transactions
contemplated by the Agreement. These directors and executive officers include
the following: Richard Chojnowski, Michael Murphy, Gene E. Goldenziel, Joseph G.
Nasser, John W. Walski, Margaret L. O'Connor Fletcher, John W. Reuther, Eldore
Sebastianelli, Patricia A. Cobb, Esquire, James E. Jackson and Allan A. Muto. As
of May 2, 2000, these directors and executive officers beneficially owned in the
aggregate 533,580 shares, or approximately 18.63% of Pioneer's outstanding
common stock.
In connection with the proposed merger, NBT has filed a registration
statement on SEC Form S-4 with the SEC, File No. 333-30988, which the SEC
declared effective on April 3, 2000. NBT and Pioneer American have prepared and
mailed to their respective stockholders a joint proxy statement/prospectus,
dated April 3, 2000 (the "Proxy Statement/Prospectus"). NBT and Pioneer American
will prepare and file with the SEC a post-effective amendment to the
aforementioned S-4 registration statement, which will include a supplement (the
"Supplement") to the Proxy Statement/Prospectus. Stockholders of Pioneer are
encouraged to read the post-effective amendment and the Supplement because these
documents will contain important information about the merger. After the
post-effective amendment is filed with the SEC, it will be available for free,
both on the SEC's web site (www.sec.gov) and from Pioneer's corporate secretary.
The Form S-4 registration statement and the Proxy Statement/Prospectus can also
be obtained at no cost in the same manner.
