SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 17, 2000
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NBT Bancorp Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-14703 16-1268674
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
52 South Broad Street, Norwich, New York 13815
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code 607/337-2265
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On February 17, 2000, NBT Bancorp Inc., parent company of NBT Bank,
N.A., and Lake Ariel Bancorp, Inc., parent company of LA Bank, N.A., completed
their merger. The merger results in NBT being the surviving holding company for
NBT Bank and LA Bank. In the merger, NBT issued .9961 of a share of NBT common
stock for each share of Lake Ariel common stock or approximately 4.8 million
shares of NBT common stock to the former stockholders of Lake Ariel. Three
members of the board of directors of Lake Ariel, Messrs. John G. Martines, Bruce
D. Howe, and William C. Gumble, will become members of the NBT Board of
Directors. The merger is accounted for as a pooling of interests and qualifies
as a tax-free exchange for the former Lake Ariel stockholders.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The following exhibits are filed with this Current Report or
incorporated by reference into this Current Report on Form 8-K:
Exhibit
Number Description
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99.1 Press release, dated February 17, 2000.
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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.
NBT BANCORP INC.
By: /s/ Daryl R. Forsythe
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Name: Daryl R. Forsythe
Title: President and Chief
Executive Officer
Date: February 22, 2000
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EXHIBIT INDEX
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99.1 Press release, dated February 17, 2000.
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
NBT Bancorp Inc. LA Bank
52 South Broad Street 409 Lackawanna Avenue, Suite 201
Norwich, NY 13815 Scranton, PA 18503
Daryl R. Forsythe John G. Martines
607/337-6416 570/343-8200
ATTENTION: FINANCIAL/BUSINESS EDITORS
LAKE ARIEL BANCORP COMPLETES MERGER WITH NBT BANCORP
SCRANTON, PA AND NORWICH, NY - FEBRUARY 17, 2000. Lake Ariel Bancorp,
Inc. (NASDAQ-LABN), parent company of LA Bank, N.A. and NBT Bancorp Inc.
(NASDAQ-NBTB), parent company of NBT Bank, N.A., completed their merger today.
Each company held a special meeting of stockholders on February 17, 2000, to
consider the agreement and plan of merger between Lake Ariel Bancorp (Lake
Ariel) and NBT Bancorp (NBT). Stockholders of both companies overwhelmingly
approved the agreement and plan of merger, which took place immediately
thereafter.
The merger results in NBT being the surviving holding company for NBT
Bank, N.A. and LA Bank, N.A. NBT issued approximately 4.8 million shares of its
common stock to Lake Ariel stockholders. Three members of the Board of Directors
of Lake Ariel will join the NBT Board of Directors.
Daryl R. Forsythe, President and CEO of NBT noted: "The expected impact
of the merger upon future financial performance will enhance stockholder return
with the anticipated cost savings and efficiencies available to the combined
company. The company will be in a much better position to respond to changes in
the financial services industry." Also, John G. Martines, President and CEO of
LA Bank, outlined the merits of the merger. According to Mr. Martines: "LA Bank
will be better able to expand into new markets and will be offering a broader
range of products and services including Trust services, insurance and other
financial services."
Stockholders of Lake Ariel received .9961 shares of NBT stock in
exchange for each share of Lake Ariel. The merger is accounted for as a
pooling-of-interests and qualifies as a tax-free exchange for Lake Ariel
stockholders.
The combined company, NBT Bancorp Inc. with combined assets of over
$1.9 billion and 58 branch banks in central New York and Northeastern
Pennsylvania, will be headed by President and CEO Daryl R. Forsythe. John G.
Martines will continue as the President and CEO of LA Bank, N.A. and will head
the Pennsylvania bank and serve on the Board of Directors of NBT Bancorp.
On December 8, 1999, NBT Bancorp Inc. announced the signing of a
definitive agreement of merger with Pioneer American Holding Company Corp.,
parent company of Pioneer American Bank, N.A. The merger is subject to approval
of each company's stockholders and of banking regulators. 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.
Forward-Looking Information
This news release contains statements regarding the projected
performance of NBT and Lake Ariel 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 and LA Bank 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 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.
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.
****END OF RELEASE****
