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): December 7, 1999
PIONEER AMERICAN HOLDING COMPANY CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-14506 23-2319931
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
41 North Main Street, Carbondale, Pennsylvania 18407
(Address of principal executive offices/Zip Code)
Registrant's telephone number, including area code: (570) 282-2662
Former name, former address, and former fiscal year, if changed since
last report: N/A
<PAGE>
Item 5. Other Events.
On December 8, 1999, Pioneer American Holding Company Corp. ("Pioneer
American") issued a joint press release, the text of which is attached hereto as
Exhibit 99.1 and incorporated herein in its entirety, reporting that NBT
Bancorp. Inc., the parent company of NBT Bank, N.A., and Pioneer American
Holding Company Corp., the parent company of Pioneer American Bank, N.A.,
announced 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 second quarter of 2000 and is intended to
be accounted for as a pooling-of-interests and to qualify as a tax-free exchange
for Pioneer American shareholders. Shareholders of Pioneer American will receive
a fixed ration of 1.805 shares of NBT Bancorp Inc. common stock for each share
exchanged. NBT Bancorp Inc. ("NBT") will issue approximately 5.2 million shares
and share equivalents in exchange for all of the Pioneer American common stock
and share equivalents outstanding. The transaction is valued at $84.48 million
or $29.33 per share for the outstanding common shares of Pioneer American based
on the December 7 closing price of $16.25 for NBT common stock. Pioneer American
has provided NBT an option to acquire up to 569,997 shares of Pioneer American's
common stock (equivalent to 19.9% of Pioneer American'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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibit is filed herewith:
Exhibit Number Description
99.1 Registrant's press release, dated December 8, 1999
SIGNATURE
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.
PIONEER AMERICAN HOLDING COMPANY CORP.
Date: December 10, 1999 By: /s/ John W. Reuther
John W. Reuther
President and Chief Executive Officer
Exhibit 99.1
NBT Bancorp Inc. Pioneer American Holding Company Corp.
52 South Broad Street 41 North Main Street
Norwich, NY 13815 Carbondale, PA 18407
Daryl R. Forsythe John W. Reuther
607-337-6416 570-282-2662
ATTENTION: FINANCIAL/BUSINESS EDITORS
NORWICH, NY and CARBONDALE, PA, December 8, 1999 --- NBT Bancorp Inc.
(NASDAQ: NBTB), the parent company of NBT Bank, N.A., and Pioneer American
Holding Company Corp. (OTC BB: PAHC.OB), the parent company of Pioneer American
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 second quarter of 2000 and is
intended to be accounted for as a pooling-of-interests and to qualify as a
tax-free exchange for Pioneer American shareholders. Shareholders of Pioneer
American will receive a fixed ration of 1.805 shares of NBT Bancorp Inc. common
stock for each share exchanged. NBT Bancorp Inc. ("NBT") will issue
approximately 5.2 million shares and share equivalents in exchange for all of
the Pioneer American common stock and share equivalents outstanding. The
transaction is valued at $84.48 million or $29.33 per share for the outstanding
common shares of Pioneer American based on the December 7 closing price of
$16.25 for NBT common stock. Pioneer American has provided NBT an option to
acquire up to 569,997 shares of Pioneer American's common stock (equivalent to
19.9% of Pioneer American'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>
On August 15, 1999, NBT and Lake Ariel Bancorp Inc. the parent company of
LA Bank, N.A. announced an agreement of merger. Pioneer American Bank, N.A. will
ultimately be merged together with LA Bank, with the combined entity becoming
the largest community bank headquartered in northeastern Pennsylvania. NBT
Bancorp President and CEO, Daryl R. Forsythe, states, "We are extremely pleased
to include Pioneer American into our plans to expand into Pennsylvania through
the acquisition of these two strong growing banks. Our abilities to make the
necessary cost savings and initiate effective revenue growth plans, thus making
the transactions accretive, are measurably enhanced by combining the two banks.
Pioneer American, like LA Bank, is a bank known in northeastern Pennsylvania for
its community service, much as NBT Bank is known in its New York market areas.
Pioneer Bank and LA Bank have aggressively grown their franchises over the past
five years, and our combined strengths of capital and management will encourage
continued growth. We expect the transaction to be accretive to earnings shortly
after the first full year of operation as a combined entity."
John W. Reuther, President and CEO of Pioneer American Holding Company
Corp. and Pioneer American Bank, N.A., adds, "This is a wonderful opportunity
for us. It allows Pioneer American and LA Bank to combine resources, to maintain
a local decision making presence and become a major component of NBT's plans to
build the premier community bank in this region. 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 Bank and LA Bank are
strong performing, well-managed companies, and we look forward to sharing their
resources."
John G. Martines, President and CEO of LA Bank noted, "The transaction
will position us to be the leading financial institution in Northeastern
Pennsylvania with 60 ATM outlets and conveniently located branches throughout
our served markets. Going forward, the new franchise
<PAGE>
that will be established will carry us confidently into the new millennium and
allow us to better serve the residents of northeastern Pennsylvania.
NBT Bank, N.A., the wholly owned subsidiary of NBT, is a full service
commercial bank with total assets of over $1.375 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 approximately 12.4 million common shares
outstanding.
Pioneer American Bank, N.A., the wholly owned subsidiary of Pioneer
American, is a full service commercial bank with total assets of approximately
$420 million. The Bank has 18 branches in five counties in northeastern
Pennsylvania. Pioneer American has approximately 1,460 shareholders and
approximately 2.9 million common shares outstanding.
Lake Ariel's wholly owned subsidiary, LA Bank, N.A., has approximately
$550 million in assets. The Bank has 22 branch offices serving five counties in
northeastern Pennsylvania. The Company, which is headquartered in Lake Ariel,
Pennsylvania, has approximately 1,400 shareholders and approximately 4.85
million common shares outstanding. The Company's financial center, including
executive offices, is in Scranton, Pennsylvania.
The combined company, NBT Bancorp Inc., with pro forma assets of over
$2.3 billion will be headed by President and CEO Daryl R. Forsythe. John
Martines will become the Chairman and CEO of the Pennsylvania bank and John
Reuther will become President and Chief Operating Officer of that bank. Both
will be instrumental in the combined efforts to serve the customers and grow the
franchise in northeastern Pennsylvania.
<PAGE>
Forward-Looking Information
This news release contains statements regarding the projected performance of
NBT, Pioneer American, and Lake Ariel on a stand-alone and pro forma 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 mergers being delayed; competitive pressures among financial
institutions increasing significantly; economic conditions, either nationally or
locally in areas in which NBT, Pioneer American and Lake Ariel conduct their
operations, being less favorable than expected; the cost and efforts required to
integrate aspects of the operations of the companies being more difficult than
expected; expected cost savings from the proposed mergers not being fully
realized or realized within the expected time frames; legislation or regulatory
changes which adversely affect the ability of the combined company to conduct
its current or future operation; and the impact of the transition to the year
2000 on the operation of NBT, Pioneer American, Lake Ariel, or the combined
company. NBT, Pioneer American and Lake Ariel disclaim any obligation to update
any such factors or to publicly announce the results of any revisions to any of
the forward- looking statements included herein to reflect future events or
developments.
