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.
[NBT BANCORP LOGO OMITTED]
FINANCIAL HIGHLIGHTS - 1999
NBT Lake Ariel Combined
Net Income $18,370 $3,805 $22,175
One Time Expenses $494 $276 $769
Earnings Per Share (Diluted) $1.40 $0.77 $1.23
ROA 1.38% 0.74% 1.20%
ROE 14.27% 10.60% 13.47%
Efficiency Ratio 53.86% 64.34% 56.06%
Expense Ratio 2.14% 1.62% 2.00%
FINANCIAL HIGHLIGHTS - 1999
o Reached Approximately $2 Billion in Assets
o Loan Growth of $171 Million (16%)
o Income Before Taxes Improved 21%
o Net Interest Income Increased by $4.9 Million
o Efficiency Ratio Improved to 56.06% in 1999 from 59.63% in 1998.
SIGNIFICANT EVENTS - 1999
o August 16 Signed Definitive Agreement to
merge with Lake Ariel Bancorp, Inc.
o December 8 Signed Definitive Agreement to
merge with Pioneer American Holding
Company Corp.
SIGNIFICANT EVENTS - 1999
[PHOTO OF SECOND ONEONTA LOCATION OMITTED]
Opened Second Oneonta Location.
SIGNIFICANT EVENTS - 1999
[PHOTO OF RECONSTRUCTED NEW BERLIN OFFICE OMITTED]
Reconstructed New Berlin Office.
SIGNIFICANT EVENTS - 1999
[PHOTO OF RELOCATED VAIL MILLS OFFICE OMITTED]
Relocated Vail Mills Office.
SIGNIFICANT EVENTS - 1999
[PHOTO OF AFTON OFFICE DRIVE-UP EXPANSION OMITTED]
Afton Office Drive-up Expansion.
SIGNIFICANT EVENTS - 1999
[PHOTO OF 24-HOUR ATM OMITTED]
Expanded ATM Network.
SIGNIFICANT EVENTS - 1999
[NBT FINANCIAL SERVICES LOGO OMITTED]
Formed Financial Services Company.
FINANCIAL HIGHLIGHTS - FIRST QUARTER 2000
Net Income $4,241,000
One Time Expenses $1,070,000
Earnings Per Share (Diluted) $0.23
ROA 0.86%
ROE 10.59%
Efficiency Ratio 57.24%
Expense Ratio 2.04%
SIGNIFICANT EVENTS - 2000
o Completed Merger of Lake Ariel into NBT
o Announced Acquisition of M. Griffith, Inc.
o LA Bank Announced Acquisition of 2 Mellon Branches
o NBT Bank Installed ATMs in 8 Country Store Locations
o Announced NBT/BSB Merger Agreement.
NBT/PIONEER AMERICAN
TRANSACTION SUMMARY
o Transaction Type: Merger
o Type of Consideration: Common Stock
o Fixed Exchange Ratio: 1.805 shares of NBT for each
share of Pioneer American
o Accounting Treatment: Pooling/Tax Free Exchange
o Corporate Structure: Two Bank HC/One Pa.
Subsidiary
o Anticipated Closing: July 1, 2000
o Transaction Value at Announcement: $84.5 Million
o Due Diligence: Complete
PENNSYLVANIA BANK LOCATIONS
[MAP OF PENNSYLVANIA BANK LOCATIONS OMITTED]
NBT/BSB
TRANSACTION SUMMARY
(Assuming Successful Pioneer Closing)
o Transaction Type: Merger of Equals
o Type of Consideration: Common Stock
o Fixed Exchange Ratio: 2 Shares of NBT for each
share of BSB
o Accounting Treatment: Pooling/Tax Free Exchange
o Corporate Structure: Two Bank HC/One NY
Subsidiary
o Anticipated Closing: Early Fourth Quarter 2000
o Transaction Value at Announcement: $251 Million
o Due Diligence: Complete
NBT/BSB
TRANSACTION HIGHLIGHTS
(Assuming Successful Pioneer Closing)
o Principle Office: Binghamton
o Company/NY Bank Name: To Be Determined
o Board of Directors: 7 from BSB, 6 from
NBT and 2 from NBT's
Pa. Subsidiary
o Anticipated Expense Reduction: $7.4 Million Annually
o Estimated Merger Charge: $12-18 Million.
NBT/BSB
TRANSACTION HIGHLIGHTS
(Assuming Successful Pioneer Closing)
o Accretive to Earnings in First Full Year (Through Improved Efficiencies and
Cost Saves)
o Shared Community Banking Philosophy
o Leverages Strong Competitive Positions in Adjacent Markets
o Links NY and Pa. Franchises
NEW YORK BANK LOCATIONS
[MAP OF NEW YORK BANK LOCATIONS OMITTED]
[GRAPH OF NBTB VS. NASDAQ BANK INDEX OMITTED]
NBTB NASDAQ Bank Index
1/2/1998 100% 100%
1/9/1998 88% 92%
1/16/1998 97% 95%
1/23/1998 94% 94%
1/30/1998 96% 96%
2/6/1998 95% 99%
2/13/1998 97% 100%
2/20/1998 94% 100%
2/27/1998 96% 102%
3/6/1998 97% 103%
3/13/1998 97% 104%
3/20/1998 99% 107%
3/27/1998 100% 108%
4/3/1998 102% 108%
4/10/1998 104% 107%
4/17/1998 117% 109%
4/24/1998 124% 110%
5/1/1998 124% 109%
5/8/1998 118% 107%
5/15/1998 115% 108%
5/22/1998 115% 108%
5/29/1998 120% 105%
6/5/1998 118% 105%
6/12/1998 118% 101%
6/19/1998 116% 100%
6/26/1998 116% 101%
7/3/1998 125% 103%
7/10/1998 116% 104%
7/17/1998 116% 103%
7/24/1998 117% 102%
7/31/1998 113% 97%
8/7/1998 112% 94%
8/14/1998 115% 91%
8/21/1998 122% 89%
8/28/1998 115% 81%
9/4/1998 114% 79%
9/11/1998 103% 81%
9/18/1998 110% 84%
9/25/1998 110% 84%
10/2/1998 112% 81%
10/9/1998 108% 75%
10/16/1998 107% 83%
10/23/1998 108% 83%
10/30/1998 110% 86%
11/6/1998 122% 90%
11/13/1998 121% 87%
11/20/1998 121% 89%
11/27/1998 127% 91%
12/4/1998 129% 87%
12/11/1998 127% 85%
12/18/1998 123% 86%
12/25/1998 126% 86%
1/1/1999 119% 88%
1/8/1999 122% 89%
1/15/1999 113% 87%
1/22/1999 108% 85%
1/29/1999 115% 86%
2/5/1999 112% 84%
2/12/1999 112% 84%
2/19/1999 115% 85%
2/26/1999 114% 85%
3/5/1999 113% 87%
3/12/1999 113% 88%
3/19/1999 113% 87%
3/26/1999 113% 85%
4/2/1999 104% 84%
4/9/1999 109% 85%
4/16/1999 112% 88%
4/23/1999 108% 89%
4/30/1999 109% 90%
5/7/1999 111% 90%
5/14/1999 108% 89%
5/21/1999 108% 89%
5/28/1999 107% 89%
6/4/1999 109% 88%
6/11/1999 108% 87%
6/18/1999 107% 88%
6/25/1999 104% 88%
7/2/1999 106% 90%
7/9/1999 102% 90%
7/16/1999 102% 90%
7/23/1999 104% 89%
7/30/1999 105% 87%
8/6/1999 102% 85%
8/13/1999 103% 86%
8/20/1999 98% 86%
8/27/1999 96% 85%
9/3/1999 95% 84%
9/10/1999 98% 83%
9/17/1999 97% 81%
9/24/1999 92% 80%
10/1/1999 89% 81%
10/8/1999 93% 84%
10/15/1999 94% 80%
10/22/1999 92% 83%
10/29/1999 95% 87%
11/5/1999 95% 88%
11/12/1999 93% 88%
11/19/1999 94% 88%
11/26/1999 93% 85%
12/3/1999 90% 86%
12/10/1999 83% 81%
12/17/1999 82% 79%
12/24/1999 88% 81%
12/31/1999 83% 81%
1/7/2000 84% 77%
1/14/2000 79% 77%
1/21/2000 78% 74%
1/28/2000 74% 74%
2/4/2000 74% 75%
2/11/2000 74% 73%
2/18/2000 71% 71%
2/25/2000 65% 69%
3/3/2000 75% 68%
3/10/2000 74% 65%
3/17/2000 82% 72%
3/24/2000 76% 73%
3/31/2000 78% 74%
4/7/2000 74% 73%
4/14/2000 61% 70%
4/21/2000 55% 72%
4/28/2000 56% 72%
5/5/2000 57% 71%
5/12/2000 55% 73%
[NBT BANCORP LOGO OMITTED]
This presentation may be deemed to be solicitation material in respect of
the proposed acquisition of Pioneer American Holding Company Corp. ("Pioneer
American") by NBT Bancorp Inc. ("NBT") through the merger of a wholly-owned
subsidiary of NBT with Pioneer American, pursuant to an Agreement and Plan of
Merger, dated as of December 7, 1999 and amended as of March 7, 2000, by and
among NBT, a wholly-owned subsidiary of NBT, and Pioneer American (the
"Agreement"). Filing of this presentation 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
participants 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, Peter B. Gregory,
William C. Gumble, Bruce D. Howe, Andrew S. Kowalczyk, Jr., Dan B. Marshman,
John G. Martines, John C. Mitchell, William L. Owens and Paul O. Stillman. As of
March 31, 2000, these directors and executive officers beneficially owned in the
aggregate 1,417,878 shares, or approximately 7.83%, of NBT's outstanding common
stock. Additional information about the directors and executive officers of NBT
is included in NBT's proxy statement for its 2000 Annual Meeting of shareholders
dated April 3, 2000.
In connection with the proposed merger, NBT has filed a registration
statement on SEC Form S-4 with the SEC, File No. 333-30988, which the SEC
declared effective on April 3, 2000. NBT and Pioneer American have prepared and
mailed to their respective stockholders a joint proxy statement/prospectus,
dated April 3, 2000 (the "Proxy Statement/Prospectus"). Additionally, NBT has
filed with the SEC a post-effective amendment to the aforementioned S-4
registration statement, which includes a supplement (the "Supplement") to the
Proxy Statement/Prospectus. The SEC declared the post-effective amendment
effective on May 12, 2000. NBT and Pioneer American mailed Supplements to their
respective stockholders on or about May 12, 2000. Stockholders of NBT are
encouraged to read the registration statement, the post-effective amendment, the
Proxy Statement/Prospectus and the Supplement because these documents contain
important information about the merger. Each of these documents is available for
free, both on the SEC's web site (www.sec.gov) and by contacting NBT Bancorp
Inc., 52 South Broad Street, Norwich, New York 13815, Attention: John D.
Roberts, telephone (607) 337-6541.