SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 16, 1999
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NBT Bancorp Inc.
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(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
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code 607/337-6000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On August 16, 1999, NBT Bancorp Inc., a Delaware corporation ("NBT"),
and Lake Ariel Bancorp, Inc., a Pennsylvania corporation ("Lake Ariel"),
announced that they had entered into an Agreement and Plan of Merger, dated as
of August 16, 1999 (the "Merger Agreement").
Pursuant to the Merger Agreement, Lake Ariel will merge with and into
NBT, with NBT being the surviving corporation. Shareholders of Lake Ariel will
receive a minimum of 0.8315 shares and a maximum of 0.9487 shares of NBT common
stock for each share exchanged. Based on the August 13, 1999, closing price of
NBT common stock on the Nasdaq National Market, NBT will issue approximately 4.6
million shares and share equivalents in exchange for all of the Lake Ariel
common stock and share equivalents outstanding. Lake Ariel has provided NBT an
option to acquire up to 965,300 shares of Lake Ariel's common stock (equivalent
to 19.9% of Lake Ariel's common stock currently outstanding) exercisable in the
event of certain circumstances involving transactions with third parties, acts
of third parties, or break-up of the Merger Agreement. The merger is subject to
the approval of each company's shareholders and of banking regulators. The
merger is expected to close in the first quarter of 2000 and is intended to be
accounted for as a pooling-of-interests and to qualify as a tax-free exchange
for Lake Ariel shareholders. The transaction is valued at $92.8 million or
$18.50 per share for the outstanding common stock of Lake Ariel.
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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2.1 Agreement and Plan of Merger, dated as of August 16, 1999, by
and between NBT Bancorp Inc. and Lake Ariel Bancorp, Inc. *
2.2 The Directors' Agreement, dated as of August 16, 1999, is
part of the Agreement and Plan of Merger, which is filed as
Exhibit 2.1 above.
2.3 Stock Option Agreement, dated August 16, 1999, by and
between Lake Ariel Bancorp, Inc. As "Issuer" and NBT Bancorp
Inc. as "Grantee." *
2.4 Form of Employment Agreement with John G. Martines *
2.5 Form of Change-in-Control Agreement *
99.1 Press release, dated August 16, 1999.
* Incorporated by reference to the corresponding exhibit number in the
Registrant's Schedule 13D filed by the Registrant on August 18, 1999 with
respect to Lake Ariel Bancorp, Inc., File No. 0-22092.
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: August 18, 1999.
EXHIBIT INDEX
99.1 Press release, dated August 16, 1999.
EXHIBIT 99.1
PRESS RELEASE
NBT Bancorp Inc. Lake Ariel Bancorp, Inc.
52 South Broad Street 409 Lackawanna Avenue, Suite 201
Norwich, NY 13815 Scranton, PA 18503
Daryl R. Forsythe John G. Martines
607-337-6416 570-341-8417
ATTENTION: FINANCIAL/BUSINESS EDITORS
NORWICH, NY, and SCRANTON, PA, August 16, 1999--NBT Bancorp Inc.
(NASDAQ: NBTB), the parent company of NBT Bank, N.A., and Lake Ariel Bancorp,
Inc. (NASDAQ: LABN), the parent company of LA Bank, N.A., announced today that
they have entered into a definitive agreement of merger. The merger is subject
to the approval of each company's shareholders and of banking regulators.
The merger is expected to close in the first quarter of 2000 and is
intended to be accounted for as a pooling-of-interests and to qualify as a
tax-free exchange for Lake Ariel shareholders. The transaction is valued at
$92.8 million or $18.50 per share for the outstanding common shares of Lake
Ariel Bancorp, Inc. (Lake Ariel). Shareholders of Lake Ariel will receive a
minimum of 0.8315 shares and a maximum of 0.9487 shares of NBT common stock for
each share exchanged. Based on the August 13 closing price of $20.25 for NBT
Bancorp Inc. (NBT) common stock, NBT will issue approximately 4.6 million shares
and share equivalents in exchange for all of the Lake Ariel common stock and
share equivalents outstanding. Lake Ariel has provided NBT an option to acquire
up to 965,300 shares of Lake Ariel's common stock (equivalent to 19.9% of Lake
Ariel's common stock currently outstanding) exercisable in the event of certain
circumstances involving transactions with third parties, acts of third parties,
or break-up of the merger agreement.
Lake Ariel will be merged into NBT, with LA Bank, N.A. becoming the
second banking subsidiary of NBT. NBT President and CEO, Daryl R. Forsythe,
states, "We are extremely pleased to move into Pennsylvania through the merger
of this strong growing bank. LA Bank has become a bank known in Northeastern
Pennsylvania for its community service, much as NBT is known in its New York
market areas. LA Bank has aggressively grown its franchise over the past five
years, and our combined strength of capital and management will encourage
continued growth. We expect the transaction to be accretive to earnings in the
first full year of combination."
John G. Martines, CEO of Lake Ariel and President and CEO of LA Bank,
adds, "This is an exciting opportunity for us. It allows LA Bank to keep its
identity and remain the leading locally run bank in its markets. We will be able
to offer our customers expanded lending capabilities, trust services, venture
capital, and other products, which should aid in future
growth. NBT is a strong performing, well managed company, and we look forward to
sharing their resources."
NBT Bank, N.A., the wholly owned subsidiary of NBT, is a full service
commercial bank with total assets of over $1.3 billion. The Bank has 36 branches
in nine counties in central New York. NBT and NBT Bank are headquartered in
Norwich, NY, where the Bank was formed in 1856. NBT has approximately 3,700
shareholders and 12.5 million common shares outstanding.
Lake Ariel's wholly owned subsidiary, LA Bank, N.A., has approximately
$500 million in assets. The Bank has 22 branch offices serving five counties in
Northeastern Pennsylvania. The Company is headquartered in Lake Ariel,
Pennsylvania, has approximately 1,400 shareholders and 4.9 million common shares
outstanding. The Company's financial center, including executive offices, is in
Scranton, Pennsylvania.
The combined company, NBT Bancorp Inc., with proforma assets of $1.8
billion and 58 branch banks, will be headed by President and CEO Daryl R.
Forsythe, who holds these titles for NBT Bank, N.A. John Martines will continue
as the President and CEO of LA Bank, N.A. and will head the Pennsylvania efforts
of NBT.
Concurrent with this announcement, NBT Bancorp Inc. has reduced its
stock repurchase plan from 600,000 shares to 200,000 which leaves 76,500 shares
remaining for repurchase under the reduced plan.
Forward-Looking Information
This news release contains statements regarding the projected
performance of NBT and Lake Ariel on a stand-alone and proforma 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: the timing of closing the proposed
merger being delayed; competitive pressures among financial institutions
increasing significantly; economic conditions, either nationally or locally in
areas in which NBT and Lake Ariel 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 proposed 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;
and the impact of the transition to the year 2000 on the operations of NBT, Lake
Ariel, or the combined company. NBT and Lake Ariel disclaim 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.
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