SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: February 17, 2000
COMMISSION FILE NUMBER 0-14703
NBT BANCORP INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 16-1268674
(State of Incorporation) (I.R.S. Employer Identification No.)
52 SOUTH BROAD STREET NORWICH, NEW YORK 13815
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, Including Area Code: (607)-337-2265
N/A
(Former Name or Former Address, If changed since last Report)
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Item 2. Acquisition or Disposition of Assets
On February 17, 2000, NBT Bancorp Inc. and Lake Ariel Bancorp, Inc. completed
their merger, resulting in the merger of Lake Ariel into NBT. Each company held
a special meeting of stockholders on February 17, 2000, to consider the agree-
ment and plan of merger, which stockholders of both companies approved. The
merger took place immediately thereafter.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
(1) The audited consolidated financial statements of Lake Ariel as of
December 31, 1998 and 1997 and for each of the years in the three-year
period ended December 31, 1998, and the independent auditors' report
thereon dated January 25, 1999, previously included in Lake Ariel's
Annual Report on Form 10-K for the year ended December 31, 1998, are
hereby incorporated by reference (file number 0-22092).
(2) The unaudited consolidated interim financial statements of Lake Ariel
as of September 30, 1999 and 1998 and for the nine month period then
ended, previously included in Lake Ariel's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999, are hereby incorporated
by reference (file number 0-22092).
(b) Pro Forma Financial Information.
(1) The unaudited pro forma condensed combined balance sheet of NBT as of
September 30, 1999 and the unaudited pro forma condensed combined
income statements of NBT for the nine months ended September 30, 1999
and 1998 and the years ended December 31, 1998, 1997 and 1996 and notes
thereto, giving effect to the merger under the pooling of interests
method of accounting, were set forth on pages 99-113 of NBT's Joint
Proxy / Prospectus Statement contained in its Registration Statement on
Form S-4\A (No. 333-93197) filed on January 11, 2000, and are hereby
incorporated by reference.
(c) Exhibits. The following exhibits are filed herewith or incorporated by
reference as part of this report:
2.1 Agreement and Plan of Merger, dated as of August 16, 1999, as amended
December 13, 1999 and December 27, 1999, by and between NBT Bancorp
Inc. and Lake Ariel Bancorp, Inc., is incorporated by reference to
Appendix A to the Joint Proxy/Prospectus Statement contained in the
Registration Statement of NBT on Form S-4\A (No. 333-93197), filed on
January 11, 2000.
23.1 Consent of Parente, Randolph, Orlando, Carey and Associates, indepen-
dent auditors to Lake Ariel. (Filed herewith)
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SIGNATURES
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.
Date: March 3, 2000 /s/ Michael J. Chewens
Michael J. Chewens, CPA
Executive Vice President
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of August 16, 1999, as amended
December 13, 1999 and December 27, 1999, by and between NBT Bancorp Inc.
and Lake Ariel Bancorp, Inc., is incorporated by reference to Appendix A
to the Joint Proxy / Prospectus Statement contained in the Registration
Statement of NBT on Form S-4\A (No. 333-93197), filed on January 11, 2000.
23.1 Consent of Parente, Randolph, Orlando, Carey and Associates, independent
auditors to Lake Ariel. (Filed herewith)
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
NBT Bancorp Inc.:
We consent to incorporation by reference in the following registration
statements of NBT Bancorp Inc. on Form S-3 (File No. 33-12247) and Form S-8
(File Nos. 33-18976, 33-77410, 333-02925 and 333-67615) of our report dated
January 25, 1999, related to the consolidated balance sheets of Lake Ariel
Bancorp, Inc. and subsidiary as of December 31, 1998 and 1997, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1998,
which report appears in the December 31, 1998 annual report on Form 10-K.
/s/ Parente, Randolph, Orlando, Carey & Associates
Wilkes-Barre, Pennsylvania
February 29, 2000
