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FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
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BSB Contact: Thomas L. Thorn NBT Contact: Daryl R. Forsythe
607-779-2584 607-337-6416
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.
BSB/NBT MERGER CLEARED BY OCC, FEDERAL RESERVE
NORWICH, NY and BINGHAMTON, NY (September 5, 2000) - NBT Bancorp Inc. (NBT)
and BSB Bancorp, Inc. (BSB) announced today that the pending merger of their
companies has received approval from the Office of the Comptroller of the
Currency (OCC) and a waiver of application requirements from the Federal Reserve
Bank of New York.
NBT President and CEO Daryl R. Forsythe stated, "Receiving clearances from
these federal regulatory agencies is an important milestone in our efforts to
bring our companies together. At this stage, we need to obtain SEC permission to
mail our proxy materials, after which we will be in a position to seek approval
from both companies' stockholders."
Thomas L. Thorn, Acting President and CEO for BSB, concurred with Forsythe.
"We are pleased to have the endorsement of the OCC and the Federal Reserve Bank.
Efforts remain on track to finalize the merger in the fourth quarter of 2000."
In August, the United States Department of Justice approved the merger,
conditioned upon the sale of the BSB Bank & Trust office located in Norwich, NY.
Entry into a sales agreement covering this branch must precede the merger.
The merger of BSB and NBT will create a financial services holding company
that will operate two community banks and a financial services company.
O BSB Bank & Trust and NBT Bank, the companies' principal banking subsidiaries,
will be combined to create one of the largest community banks in Upstate
New York.
O In a separate transaction, NBT's Pennsylvania banking subsidiaries, LA
Bank and Pioneer American Bank, will combine during the fourth quarter
of 2000 to create the largest community bank in Northeastern
Pennsylvania.
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In other corporate news, NBT announced that Joe C. Minor, President and
Chief Operating Officer of NBT Financial Services, Inc., has opted to take early
retirement, effective at year-end. Minor will remain in the Norwich, NY area for
the near term and continue to assist with the BSB/NBT merger.
Minor joined NBT in 1993 as controller after consulting for the company on a
variety of projects during the two prior years. He became chief financial
officer and treasurer in 1995. In 1997, he set up and became president of NBT
Capital Corp., a venture capital company established to invest in small growth
companies in NBT's served markets. Minor was promoted to his current position in
1999 as part of a company-wide restructuring plan focused on transforming NBT
into a more broad-based provider of financial services. Earlier this year, he
was responsible for NBT's acquisition of M. Griffith, Inc., an investment firm
located in New Hartford, NY.
During his time in the Norwich area, Minor has been active in the community
and currently serves as a director of Chenango Memorial Hospital, a trustee for
the CMH Foundation and co-chair of the YMCA Fund Drive. He has also been
involved with the Greater Norwich Local Development Corp., serving as chairman
in 1999, and the Chenango County Area Corp.
Minor's current responsibilities will be reassigned to other members of
NBT's Senior Management Team as part of the overall merger restructuring plan.
In commenting on Minor's efforts on behalf of NBT, Forsythe stated, "His
contributions to the success of the company during his tenure are greatly
appreciated."
Forward-Looking Statements
This news release contains forward-looking statements. These
forward-looking statements involve risks and uncertainties and are based on the
beliefs and assumptions of the management of NBT and BSB and their subsidiaries
and on the information available to management at the time that these statements
were made. There are a number of factors, many of which are beyond NBT's and
BSB's control, that could cause actual conditions, events or results to differ
significantly from those described in the forward-looking statements. Factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include, among others, the following
possibilities: (1) regulatory approvals and clearances and other prerequisites
to the merger of NBT and BSB may not be obtained, or may be received outside of
expected time frames; (2) competitive pressures among depository and other
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financial institutions may increase significantly; (3) competitors may have
greater financial resources and develop products that enable such competitors to
compete more successfully than NBT and BSB; (4) revenues may be lower than
expected; (5) changes in the interest rate environment may reduce interest
margins; (6) general economic conditions, either nationally or regionally, may
be less favorable than expected, resulting in, among other things, a
deterioration in credit quality and/or a reduced demand for credit; (7)
legislative or regulatory changes, including changes in accounting standards,
may adversely affect the businesses in which NBT and BSB are engaged; (8) costs
or difficulties related to the integration of the businesses of NBT and BSB and
their merger partners may be greater than expected; (9) expected cost savings
associated with recent or pending mergers and acquisitions may not be fully
realized or realized within the expected time frames; (10) deposit attrition,
customer loss, or revenue loss following pending mergers and acquisitions may be
greater than expected; and (11) adverse changes may occur in the securities
markets or with respect to inflation. Forward-looking statements speak only as
of the date they are made. NBT and BSB do not undertake to update
forward-looking statements to reflect subsequent circumstances or events.
This press release may be deemed to be solicitation material in respect of
the proposed merger of BSB with 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 partic-
ipants 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, Richard
Chojnowski, Gene E. Goldenziel, Peter B. Gregory, William C. Gumble, Bruce D.
Howe, Andrew S. Kowalczyk, Jr., Dan B. Marshman, John G. Martines, John C.
Mitchell, Joseph G. Nasser, William L. Owens and Paul O. Stillman. As of July 1,
2000 (the date NBT acquired Pioneer American Holding Company Corp.), these
directors and executive officers beneficially owned in the aggregate 2,012,687
shares, or approximately 8.31%, of NBT's outstanding common stock. Additional
information about the directors and executive officers of NBT is included in
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NBT's proxy statement for its 2000 Annual Meeting of shareholders dated April 3,
2000.
BSB and certain other persons named below may be deemed to be participants
in the solicitation of proxies of BSB's shareholders to approve the proposed
merger transaction between BSB and NBT. The participants in this solicitation
may include the directors of BSB: Ferris G. Akel, Robert W. Allen, Diana J.
Bendz, William C. Craine, John P. Driscoll, Ann G. Higbee, Thomas F. Kelly,
David A. Niermeyer, Mark T. O'Neil, Jr., William H. Rincker and Thomas L. Thorn;
as well as the executive officers of BSB: Arthur C. Smith, Executive Vice
President; Rexford C. Decker, Senior Vice President and Chief Financial Officer;
Larry G. Denniston, Senior Vice President and Corporate Secretary; Douglas R.
Johnson, Senior Vice President; and Matthew W. Schaefer, Senior Vice President
and Chief Information Officer. As of July 1, 2000, the directors and executive
officers of BSB beneficially owned in the aggregate approximately 1,056,766
shares of BSB's outstanding common stock, representing approximately 10.29% of
BSB's outstanding common stock. Additional information about the directors and
executive officers of BSB is included in BSB's proxy statement for its 2000
Annual Meeting of shareholders filed with the SEC on April 3, 2000.
In connection with the proposed merger, NBT has filed with the SEC a
registration statement on SEC Form S-4 and will file an amendment to the
registration statement. The registration statement contains a joint proxy
statement/prospectus, which describes the proposed merger of NBT and BSB and the
proposed terms and conditions of the merger. Stockholders of NBT and BSB are
encouraged to read the registration statement and joint proxy
statement/prospectus because these documents contain important information about
the merger. The registration statement on file with the SEC is, and the
amendment to be filed 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; or BSB
Bancorp, Inc., 58-68 Exchange Street, Binghamton, New York 13901, Attention:
Larry G. Denniston, telephone 607-779-2406.
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