SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)
Lake Ariel Bancorp, Inc.
------------------------
(Name of Issuer)
Common Stock, par value $.21 per share
--------------------------------------
(Title of Class of Securities)
507467 10 8
-----------
(CUSIP Number)
Mr. Daryl R. Forsythe
President and Chief Executive Officer
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
(607) 337-6000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 13, 1999
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(Date of Event Which Requires Filing of This Statement)
Copy to:
Brian D. Alprin, Esq.
Laurence S. Lese, Esq.
Duane, Morris & Heckscher LLP
1667 K Street, N.W., Suite 700
Washington, D.C. 20006
(202) 776-7800
1
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: [ ].
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NBT BANCORP INC.
16-1268674
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC/00
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED BY 965,300(1)
EACH REPORTING PERSON ---------------------------
WITH: (8) SHARED VOTING
-0-
---------------------------
2
(9) SOLE DISPOSITIVE
965,300(1)
---------------------------
(10) SHARED DISPOSITIVE
-0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
965,300(1)
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [ ]
N/A
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
APPROXIMATELY 16.6%(2)
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The shares of Issuer common stock covered by this report are
purchasable by the Reporting Person upon exercise of an option granted
to the Reporting Person as of August 16, 1999, and described in Item 4
of this report. Prior to the exercise of the option, the Reporting
Person is not entitled to any rights as a stockholder of Issuer as to
the shares covered by the option. The option may only be exercised upon
the happening of certain events referred to in Item 4, none of which
has occurred as of the date hereof. The Reporting Person expressly
disclaims beneficial ownership of any of the shares of common stock of
Issuer which are purchasable by the Reporting Person upon exercise of
the option until such time as the Reporting Person purchases any such
shares upon any such exercise. The number of shares indicated
represents 19.9% of the total outstanding shares of common stock of
Issuer as of August 16, 1999, excluding shares issuable upon exercise
of the option.
(2) After giving effect to the exercise of the option as described herein.
3
ITEM 1. SECURITY AND ISSUER.
This statement on Amendment No. 1 to Schedule 13D (the "Schedule 13D") relates
to the common stock, par value $.21 per share (the "Shares" or the "Issuer
Common Stock"), of Lake Ariel Bancorp, Inc., a Pennsylvania corporation
("Issuer"). The principal executive office of Issuer is located at Post Office
Box 67, Route 191, Lake Ariel, PA 18436.
The information set forth in the Exhibits hereto is hereby expressly
incorporated herein by reference and the responses to each item of this Schedule
13D are qualified in their entirety by the provisions of such Exhibits.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Schedule 13D is filed by NBT Bancorp Inc., a Delaware corporation
("Reporting Person").
The business address of Reporting Person is 52 South Broad Street, Norwich, New
York 13815. The principal business of Reporting Person is a bank holding
company.
To the best of Reporting Person's knowledge as of the date hereof, the name;
business address; present principal occupation or employment; name, principal
business and address of any corporation or other organization in which such
employment is conducted; and citizenship of each executive officer and director
of Reporting Person is set forth in Schedule I hereto. The information contained
in Schedule I is incorporated herein by reference.
(d)-(e) During the last five years, neither Reporting Person nor, to the best
knowledge of Reporting Person, any of the executive officers or directors of
Reporting Person, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such items.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
We hereby incorporate by reference the information provided under this Item set
forth in Reporting Person's Schedule 13D filed by Reporting Person on August 18,
1999.
ITEM 4. PURPOSE OF THE TRANSACTION.
We hereby incorporate by reference the information provided under this Item set
forth in Reporting Person's Schedule 13D filed by Reporting Person on August 18,
1999.
4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
We hereby incorporate by reference the information provided under this Item set
forth in Reporting Person's Schedule 13D filed by Reporting Person on August 18,
1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
We hereby incorporate by reference the information provided under this Item set
forth in Reporting Person's Schedule 13D filed by Reporting Person on August 18,
1999.
On December 13, 1999, Reporting Person and Issuer amended the Plan of Merger
(the "Amended Plan"). The material features of the amendments set forth in the
Amended Plan are (1) a reflection of the determination of the Board of Directors
of Reporting Person to amend the Certificate of Incorporation of Reporting
Person to (a) change the par value of Reporting Person's common stock and
preferred stock from no par value, $1.00 stated value per share to $.01 par
value per share and (b) increase the number of authorized shares common stock of
Reporting Person from 15 million to 30 million; (2) a provision for an
appropriate amendment to the Certificate of Incorporation of Reporting Person to
reflect the outcome of the votes of the stockholders of Reporting Person on the
proposed amendments to Reporting Person's Certificate of Incorporation, as set
forth in (1) immediately above; (3) a change in the identity of the auditors of
Issuer which must provide the comfort letters required by the Plan of Merger;
and (4) an agreement by Reporting Person to prepare and file with the SEC a
registration statement with respect to the Replacement Options issued in
exchange for the stock options of Issuer outstanding at the Effective Time of
the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of August 16, 1999, by and
between NBT Bancorp Inc. and Lake Ariel Bancorp, Inc. (incorporated
by reference to Exhibit 2.1 of Schedule 13D filed by NBT Bancorp
Inc. on August 18, 1999)
2.2 Amendment to Agreement and Plan of Merger, dated as of December 13,
1999, by and between NBT Bancorp Inc. and Lake Ariel Bancorp, Inc.
(filed herewith)
2.3 The Directors' Agreement, dated as of August 16, 1999, is part of
the Plan of Merger, which is filed as Exhibit 2.1 above
(incorporated by reference to Exhibit 2.1 of Schedule 13D filed by
NBT Bancorp Inc. on August 18, 1999)
2.4 Stock Option Agreement, dated August 16, 1999, by and between Lake
Ariel Bancorp, Inc. as "Issuer" and NBT Bancorp Inc. as "Grantee"
(incorporated by
5
reference to Exhibit 2.1 of Schedule 13D filed by NBT Bancorp Inc.
on August 18, 1999)
2.5 Form of Employment Agreement with John G. Martines (incorporated by
reference to Exhibit 2.1 of Schedule 13D filed by NBT Bancorp Inc.
on August 18, 1999)
2.6 Form of Change-in-Control Agreement (incorporated by reference to
Exhibit 2.1 of Schedule 13D filed by NBT Bancorp Inc. on August 18,
1999)
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
NBT BANCORP INC.
By: /s/ Daryl R. Forsythe
-------------------------
Name: Daryl R. Forsythe
Title: President and Chief
Executive Officer
Dated: December 17, 1999
7
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF NBT BANCORP INC.
The following table sets forth the name, business address and
present principal occupation or employment of each director and executive
officer of Reporting Person. Each such person is a U.S. citizen, and the
business address of each such person is 52 South Broad Street, Norwich, New York
13815.
Name and Business Present Principal
Address Occupation
------- ----------
*Daryl R. Forsythe President and Chief Executive Officer
*Everett A. Gilmour Chairman, Retired
Joe C. Minor President and Chief Operating Officer,
NBT Financial Services, Inc.
Michael J. Chewens Executive Vice President, Chief Financial
and Operating Officer
John D. Roberts Vice President and Secretary
*J. Peter Chaplin Retired
*Peter B. Gregory Partner, Gatehouse Antiques
*Andrew S. Kowalczyk, Jr. Partner, Kowalczyk, Tolles, Deery
& Johnston, attorneys
*Dan B. Marshman Marshman Farms, Inc.
*John C. Mitchell President, I.L. Richer Co.
(agribusiness)
*William L. Owens Partner, Stafford, Trombley, Owens
& Curtin, P.C., attorneys
*Paul O. Stillman Chairman, Preferred Mutual
Insurance Co.
*Director of NBT Bancorp Inc.
8
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of August 16, 1999, by and
between NBT Bancorp Inc. and Lake Ariel Bancorp, (incorporated by
reference to Exhibit 2.1 of Schedule 13D filed by NBT Bancorp Inc.
on August 18, 1999)
2.2 Amendment to Agreement and Plan of Merger, dated as of December 13,
1999, by and between NBT Bancorp Inc. and Lake Ariel Bancorp,
Inc.(filed herewith)
2.3 The Directors' Agreement, dated as of August 16, 1999, is part of
the Plan of Merger, which is filed as Exhibit 2.1 above
(incorporated by reference to Exhibit 2.1 of Schedule 13D filed by
NBT Bancorp Inc. on August 18, 1999)
2.4 Stock Option Agreement, dated August 16, 1999, by and between Lake
Ariel Bancorp, Inc. as "Issuer" and NBT Bancorp Inc. as "Grantee"
(incorporated by reference to Exhibit 2.1 of Schedule 13D filed by
NBT Bancorp Inc. on August 18, 1999)
2.5 Form of Employment Agreement with John G. Martines (incorporated by
reference to Exhibit 2.1 of Schedule 13D filed by NBT Bancorp Inc.
on August 18, 1999)
2.6 Form of Change-in-Control Agreement (incorporated by reference to
Exhibit 2.1 of Schedule 13D filed by NBT Bancorp Inc. on August 18,
1999)
EXHIBIT 2.2
EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT (the "Amendment") dated as of the thirteenth day of
December, 1999, to the Agreement and Plan of Merger dated as of August 16, 1999
(the "Merger Agreement") made between NBT Bancorp Inc. ("NBTB"), a Delaware
corporation having its principal office in Norwich, New York, and Lake Ariel
Bancorp, Inc. ("LABN"), a Pennsylvania corporation having its principal office
in Lake Ariel, Pennsylvania
W I T N E S S E T H T H A T :
WHEREAS, NBTB and LABN are bank holding companies which desire to affiliate
with each other through the merger of LABN with and into NBTB, with NBTB to be
the surviving corporation (the "Merger");
WHEREAS, NBTB and LABN are parties to the Merger Agreement providing for,
among other things, the Merger;
WHEREAS, NBTB wishes to increase the number of authorized shares of its
common stock ("NBTB Common Stock") in order to ensure that there are sufficient
authorized but unissued shares of NBTB Common Stock available for a variety of
business needs as they may arise, including for the issuance to stockholders of
LABN who do not exercise their dissenter's rights in the Merger;
WHEREAS, NBTB desires to make additional changes to its authorized capital
stock to change the NBTB Common Stock and NBTB's existing preferred stock from
no par value to a par value of $.01 per share (together with the amendment to
increase the number of authorized shares of NBTB Common Stock, the
"Amendments");
WHEREAS, the Boards of Directors of NBTB and LABN believe it is in the best
interests of their respective stockholders to amend the Merger Agreement to
provide for an appropriate amendment to the Certificate of Incorporation of NBTB
in the Merger to reflect the outcome of the stockholder votes on the proposed
Amendments; and
WHEREAS, NBTB and LABN desire to make additional changes to the Merger
Agreement, including changes which would provide for (i) issuance of "comfort
letters" from the independent auditors of LABN for the year ended December 31,
1998 instead of from the independent auditors of LABN for the year ended
December 31, 1999, and (ii) the registration of shares of NBTB Common Stock
purchasable through the exercise of options into which options to acquire LABN
Common Stock shall have been converted in the Merger;
NOW, THEREFORE, in consideration of these premises and mutual agreements
hereinafter set forth, intending to be legally bound, the parties agree as
follows:
1. Amendment to Section 1.2(g). Section 1.2(g) of the Merger Agreement is
hereby amended to read in its entirety as follows:
"(g) Certificate of Incorporation.
"(i) In the event that, prior to the Effective Time, NBTB's
stockholders approve a proposed amendment to NBTB's Certificate of
Incorporation to increase the number of authorized shares of NBTB common
stock from fifteen million to thirty million (the "Share Increase
Amendment"), and the NBTB Board of Directors causes NBTB to file with the
Delaware Secretary of State an appropriate Certificate of Amendment
reflecting such approval, NBTB's Certificate of Incorporation as it exists
immediately prior to the Effective Time shall not be further amended in the
Merger and shall be the Certificate of Incorporation of the Surviving
Corporation, until later amended pursuant to Delaware law.
"(ii) in the event that, prior to the Effective Time, (A)
NBTB's stockholders approve a proposed amendment to NBTB's Certificate of
Incorporation authorizing a change in NBTB's authorized stock from no par
value shares to shares having a par value of $.01 per share (the "Par Value
Amendment"), and the NBTB Board of Directors causes NBTB to file with the
Delaware Secretary of State an appropriate Certificate of Amendment
reflecting such approval, but (B) NBTB's stockholders do not approve the
Share Increase Amendment, or NBTB's Board of Directors does not cause NBTB
to file with the Delaware Secretary of State an appropriate Certificate of
Amendment reflecting approval of the Share Increase Amendment, the
Certificate of Incorporation of NBTB as it exists immediately prior to the
Effective Time shall be amended in the Merger by amending Article FOURTH
thereof to read as follows:
'FOURTH: The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is Twenty-Two
Million Five Hundred Thousand (22,500,000) shares, consisting of Twenty
Million (20,000,000) shares of Common Stock having a par value of $.01
per share and Two Million Five Hundred Thousand (2,500,000) shares of
Preferred Stock having a par value of $.01 per share.'
"(iii) in the event that, prior to the Effective Time, (A)
NBTB's stockholders do not approve either the Par Value Amendment or the
Share Increase Amendment, or (B) NBTB's stockholders do not approve the Par
Value Amendment and NBTB's Board of Directors does not cause NBTB to file
with the Delaware Secretary of State an appropriate Certificate of
Amendment reflecting approval of the Share Increase Amendment, or (C)
NBTB's stockholders do not approve the Share Increase Amendment and NBTB's
Board of Directors does not cause NBTB to file with the Delaware Secretary
of State an appropriate Certificate of Amendment reflecting approval of the
Par Value Amendment, or (D) NBTB's Board of Directors does not cause NBTB
to file with the Delaware Secretary of State either an appropriate
Certificate of Amendment reflecting approval of the Share Increase
Amendment or an appropriate Certificate of Amendment reflecting approval of
the Par Value Amendment, the Certificate of Incorporation of NBTB as it
exists immediately prior to the Effective Time shall be amended in the
Merger by amending Article FOURTH thereof to read as follows:
'FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is Twenty-Two
Million Five Hundred Thousand (22,500,000) shares, consisting of Twenty
Million (20,000,000) shares of Common Stock having no par value, stated
value $1.00 per share, and Two Million Five Hundred Thousand
(2,500,000) shares of Preferred Stock having no par value, stated value
$1.00 per share.'"
As so amended, the Certificate of Incorporation of NBTB shall be the
Certificate of Incorporation of the
Surviving Corporation, until later amended pursuant to Delaware law.
2. Amendment to Section 1.2(i). Section 1.2(i) is hereby amended to read in
its entirety as follows:
"(i) The authorized shares of capital stock of NBTB as of the
Effective Time (after giving effect to the Merger) shall be as set
forth or referred to in Section 1.2(g) hereof. The term "NBTB Common
Stock" shall mean the common stock of NBTB, no par value, $1.00 stated
value, or the common stock of NBTB as amended prior to or at the
Effective Time, as the context may require."
3. Amendment to Section 7.5. Section 7.5 is hereby amended to read in its
entirety as follows:
"7.5. Comfort Letter. At the time of the effectiveness of the
Registration Statement, but prior to the mailing of the Joint Proxy
Statement, and on the date of the Effective Time, LABN shall furnish
NBTB with a letter from Parente, Randolph, Orlando, Carey & Associates,
its independent auditors for the year ended December 31, 1998, in form
and substance acceptable to NBTB, stating that (a) in their opinion the
consolidated financial statements of LABN included in the Registration
Statement comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and the
published rules and regulations thereunder, and (b) a reading of the
latest available unaudited consolidated financial statements of LABN
and inquiries of certain officials of LABN and LA Bank responsible for
financial and accounting matters as to transactions and events since
the date of the most recent consolidated statement of condition
included in their most recent audit report with respect to LABN did not
cause them to believe that (i) such latest available unaudited
consolidated financial statements of LABN are not stated on a basis
consistent with that followed in LABN's audited consolidated financial
statements; or (ii) except as disclosed in the letter, at a specified
date not more than five business days prior to the date of such letter,
there was any change in LABN's capital stock or any change in
consolidated long-term debt or any decrease in the consolidated net
assets of LABN or the consolidated allowance for loan and lease losses
of LABN as compared with the respective amounts shown in the most
recent LABN audited consolidated financial state ments. The letter
shall also cover such other matters pertaining to LABN's and LA Bank's
financial data and statistical information included in the Registration
Statement as may reasonably be requested by NBTB."
4. Amendment to Section 8.5(a). Section 8.5(a) is hereby amended by changing
the number "12,500,000" to "15,000,000". LABN hereby waives any claims it
may have had by virtue of the inclusion in the Merger Agreement of the
language amended hereby.
5. Section 9.8. A new section 9.8 is hereby added to read in its entirety as
follows:
"9.8. Registration of Shares Subject to Option. Within thirty
days after the Effective Time, NBTB shall file a registration statement
on Form S-3 or Form S-8, as the case may be (or any successor or other
appropriate forms), with respect to the shares of NBTB Common Stock
subject to Replacement Options and shall use its reasonable best
efforts to maintain the current status of the prospectus or
prospectuses contained therein for so long as Replacement Options
remain outstanding."
6. Defined Terms. Capitalized terms not otherwise defined herein have the
meanings given them in the
Merger Agreement.
7. Counterparts. This Amendment may be executed in two or more counterparts
each of which shall be deemed to constitute an original, but such
counterparts together shall be deemed to be one and the same instrument and
to become effective when one or more counterparts have been signed by each
of the parties hereto. It shall not be necessary in making proof of this
Amendment or any counterpart hereof to produce or account for the other
counterpart.
8. Entire Agreement. The Merger Agreement, as amended by this Amendment, sets
forth the entire understanding of the parties hereto with respect to their
commitments to each other and their undertakings vis-a-vis each other on
the subject matter hereof. This Amendment shall not constitute an amendment
or waiver of any provision of the Merger Agreement not expressly referred
to herein.
9. Section Headings. The section headings herein have been inserted for
convenience of reference only and shall in no way modify or restrict any of
the terms or provisions hereof.
10. Choice of Law. This Amendment shall be governed by, construed and enforced
in accordance with the laws of the State of Delaware, without giving effect
to the principles of conflicts of law thereof, except that the BCL (in the
case of LABN) shall govern with respect to the terms and conditions of the
Merger, the approval and effectiveness thereof, and the authorization,
cancellation or issuance of the stock or options of LABN with respect
thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
NBT BANCORP INC.
By: /s/ DARYL R. FORSYTHE
-------------------------------------
Daryl R. Forsythe
President and Chief Executive Officer
By: /s/ JOHN D. ROBERTS
-------------------------------------
John D. Roberts
Senior Vice President and Secretary
LAKE ARIEL BANCORP, INC.
By: /s/ JOHN G. MARTINES
-------------------------------------
John G. Martines
Chief Executive Officer
By: DONALD E. CHAPMAN
-------------------------------------
Donald E. Chapman
Secretary