Page 1 of 3
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
--------------------------------------------------------------------------------
NBT Contact: Daryl R. Forsythe Pioneer Contact: John W. Reuther
607-337-6416 570-282-2662
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.
PIONEER AMERICAN COMPLETES MERGER WITH NBT BANCORP
CARBONDALE, PA and NORWICH, NY (JUNE 23, 2000) - The Board of Directors of
Pioneer American Holding Company Corp., parent company of Pioneer American Bank,
N.A., gave final approval to their merger into NBT Bancorp Inc. today. This
action follows the approval of the agreement and plan of merger by the
stockholders of both companies at separate meetings held earlier this week. The
merger is slated to close July 1, 2000.
Ultimately Pioneer American Bank will be combined with LA Bank to create
the largest independent community bank headquartered in Northeastern
Pennsylvania. LA Bank, based in Scranton, PA, joined NBT earlier this year as a
result of the merger of its parent company, Lake Ariel Bancorp, Inc., into NBT.
The combination of these financial institutions is slated for completion in the
fourth quarter of this year. The resulting bank will serve customers in seven
counties from 45 locations and have pro forma assets of approximately $1.1
billion.
John W. Reuther, President and CEO of Pioneer American Bank stated, "It is
exciting to see this opportunity come to fruition. The combination of Pioneer
American Bank and LA Bank will allow us to continue to offer the residents of
Northeastern Pennsylvania a quality community banking option. Our affiliation
with NBT will enable our new bank to offer expanded services including enhanced
lending capabilities, trust services, venture capital and other financial
products.
NBT President and CEO Daryl R. Forsythe commented, "We are pleased to
welcome Pioneer American into our growing company. The completion of this merger
is another important milestone in our efforts to create the region's premier
community banking and
<PAGE>
Page 2 of 3
financial services company." NBT recently announced plans for a merger of equals
with BSB Bancorp, Inc. of Binghamton, NY. This merger, currently pending
regulatory and stockholder approval, is also expected to close in the fourth
quarter of 2000. It will create a financial services holding company with pro
forma assets of approximately $4.8 billion and three direct operating
subsidiaries including two community banks and a financial services company.
o Pioneer American Bank and LA Bank will be combined to form the new
company's Pennsylvania bank subsidiary.
o NBT Bank, N.A. and BSB Bank & Trust will be combined to form the new
company's New York bank subsidiary.
o The third direct operating subsidiary will be a financial services
company. NBT created this entity in September 1999 to expand the
company's menu of financial services beyond traditional banking
services. When the NBT/BSB merger is complete the financial services
company will also encompass the trust and investment division.
As a result of the merger with Pioneer American, NBT will issue
approximately 5.2 million shares of its common stock to Pioneer American
stockholders. They will receive 1.805 shares of NBT common stock in exchange for
each share of Pioneer American stock. The merger is accounted for as a
pooling-of-interests and qualifies as a tax-free exchange for Pioneer American
stockholders. Three directors from Pioneer American's board will join NBT's
Board of Directors.
Forward-Looking Information
This news release contains statements regarding the projected performance of NBT
Bancorp, Pioneer American Bank, LA Bank and BSB Bancorp on a 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: competitive pressures among
financial institutions increasing significantly; economic conditions, either
nationally or locally in areas in which NBT Bancorp, Pioneer American Bank, LA
Bank and BSB Bancorp 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
<PAGE>
Page 3 of 3
the merger not being fully 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. NBT disclaims 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.
This press release may be deemed to be solicitation material in respect of
the proposed merger of BSB Bancorp, Inc. ("BSB") with NBT Bancorp Inc. ("NBT")
pursuant to an Agreement and Plan of Merger, dated as of April 19, 2000, and
amended as of May 17, 2000, by and between NBT and BSB (the "Agreement"). Filing
of this press release 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").
NBT and its directors 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: Daryl R. Forsythe, Michael J. Chewens, Martin A. Dietrich, Joe C.
Minor, John D. Roberts, Everett A. Gilmour, J. Peter Chaplin, Peter B. Gregory,
William C. Gumble, Bruce D. Howe, Andrew S. Kowalczyk, Jr., Dan B. Marshman,
John G. Martines, John C. Mitchell, William L. Owens and Paul O. Stillman. As of
March 31, 2000, these directors and executive officers beneficially owned in the
aggregate 1,417,878 shares, or approximately 7.83%, of NBT's outstanding common
stock. Additional information about the directors and executive officers of NBT
is included in NBT's proxy statement for its 2000 Annual Meeting of shareholders
dated April 3, 2000.
In connection with the proposed merger, NBT will file with the SEC a
registration statement on SEC Form S-4. The registration statement will contain
a joint proxy statement/prospectus, which will describe the proposed merger of
NBT and BSB and the proposed terms and conditions of the merger. Stockholders of
NBT are encouraged to read the registration statement and joint proxy
statement/prospectus because these documents will contain important information
about the merger. After the registration statement is filed with the SEC, it
will be available for free, both on the SEC's web site (www.sec.gov) or by
contacting NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815,
Attention: John D. Roberts, telephone (607) 337-6541.
# # #
