-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K002p06oj04sn88k1/YOQadMdJ9nTPrDfgLLM/Bm7H5eo6wxujDPYJJnphgcgaGo JqBc/39fP6iwvlPFbcgTqQ== 0001005150-00-000301.txt : 20000223 0001005150-00-000301.hdr.sgml : 20000223 ACCESSION NUMBER: 0001005150-00-000301 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBT BANCORP INC CENTRAL INDEX KEY: 0000790359 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161268674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14703 FILM NUMBER: 550132 BUSINESS ADDRESS: STREET 1: 52 S BROAD ST CITY: NORWICH STATE: NY ZIP: 13815 BUSINESS PHONE: 6073372265 MAIL ADDRESS: STREET 1: 52 S. BROAD STREET CITY: NORWICH STATE: NY ZIP: 13815 8-K 1 FORM 8-K 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 --------------------------- NBT Bancorp Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-14703 16-1268674 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 52 South Broad Street, Norwich, New York 13815 - -------------------------------------------------------------------------------- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code 607/337-2265 ------------------------------ N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 - ------- ----------- 99.1 Press release, dated February 17, 2000. 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 --------------------------------- Name: Daryl R. Forsythe Title: President and Chief Executive Officer Date: February 22, 2000 EXHIBIT INDEX ------------- 99.1 Press release, dated February 17, 2000. EX-99.1 2 EXHIBIT 99.1 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**** -----END PRIVACY-ENHANCED MESSAGE-----