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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) July 1, 2000
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NBT Bancorp Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-14703 16-1268674
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(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 607/337-2265
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On July 1, 2000, NBT Bancorp Inc., parent company of NBT Bank, N.A. and
LA Bank, N.A., and Pioneer American Holding Company Corp., parent company of
Pioneer American Bank, N.A., completed their merger. The merger results in NBT
being the surviving holding company for NBT Bank, LA Bank and Pioneer American
Bank. In the merger, NBT issued 1.805 shares of NBT common stock for each share
of Pioneer American common stock or approximately 5.2 million shares of NBT
common stock to the former stockholders of Pioneer American. Three members of
the board of directors of Pioneer American, Messrs. Richard Chojnowski, Gene E.
Goldenziel, and Joseph G. Nasser, have 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 Pioneer American stockholders.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The (i) consolidated audited balance sheets of Pioneer American as
of December 31, 1999 and 1998 and (ii) consolidated statements of income and
cash flows of Pioneer American for the fiscal years ended December 31, 1999,
1998 and 1997 have been filed with the SEC as part of Pioneer American's Annual
Report on Form 10-K, filed March 13, 2000 (File No. 0- 14506), and are
incorporated by reference. The (iii) unaudited consolidated balance sheet of
Pioneer American as of March 31, 2000 and (iv) unaudited consolidated statements
of income and cash flows of Pioneer American for the three months ended March
31, 2000 and 1999 have been filed with the SEC as part of Pioneer American's
Quarterly Report on Form 10-Q, filed May 10, 2000 (File No. 0-14506), and are
incorporated herein by reference. (to be filed by amendment)
The (i) consolidated audited balance sheets of BSB Bancorp, Inc. as of
December 31, 1999 and 1998 and (ii) consolidated statements of income and cash
flows of BSB Bancorp for the fiscal years ended December 31, 1999, 1998 and 1997
have been filed with the SEC as part of BSB Bancorp's Annual Report on Form
10-K, filed March 30, 2000 (File No. 0-17177), and are incorporated by
reference. The (iii) unaudited consolidated balance sheet of BSB Bancorp as of
March 31, 2000 and (iv) unaudited consolidated statements of income and cash
flows of BSB Bancorp for the three months ended March 31, 2000 and 1999 have
been filed with the SEC as part of BSB Bancorp's Quarterly Report on Form 10-Q,
filed May 15, 2000 (File No. 0-17177), and are incorporated herein by reference.
(to be filed by amendment)
(b) Pro Forma Financial Information. The (i) pro forma combined
condensed statements of income of NBT, Pioneer American and BSB Bancorp for the
three months ended March 31, 2000 and 1999, and the years ended December 31,
1999, 1998 and 1997; and (ii) pro forma combined condensed balance sheet of NBT,
Pioneer American and BSB Bancorp as of March 31, 2000. (to be filed by
amendment)
(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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23.1 Consent of KPMG LLP (to be filed by amendment)
23.2 Consent of PricewaterhouseCoopers LLP (to be filed by
amendment)
99.1 Consolidated audited balance sheets of Pioneer American as of
December 31, 1999 and 1998 and consolidated statements of
income and cash flows of Pioneer American for the fiscal years
ended December 31, 1999, 1998 and 1997 (incorporated by
reference to Pioneer American's Annual Report on Form 10-K,
filed March 13, 2000, File No. 0-14506) (to be filed by
amendment).
99.2 Unaudited consolidated balance sheet of Pioneer American as of
March 31, 2000 and unaudited consolidated statements of income
and cash flows of Pioneer American for the three months ended
March 31, 2000 and 1999 (incorporated by reference to Pioneer
American's Quarterly Report on Form 10-Q, filed May 10, 2000,
File No. 0-14506) (to be filed by amendment).
99.3 Consolidated audited balance sheets of BSB Bancorp as of
December 31, 1999 and 1998 and consolidated statements of
income and cash flows of BSB Bancorp for the fiscal years
ended December 31, 1999, 1998 and 1997 (incorporated by
reference to BSB Bancorp's Annual Report on Form 10-K, filed
March 30, 2000, File No. 0-17177) (to be filed by amendment).
99.4 Unaudited consolidated balance sheet of BSB Bancorp as of
March 31, 2000 and unaudited consolidated statements of income
and cash flows of BSB Bancorp for the three months ended March
31, 2000 and 1999 (incorporated by reference to BSB Bancorp's
Quarterly Report on Form 10-Q, filed May 15, 2000, File No. 0-
17177) (to be filed by amendment).
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
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Name: Daryl R. Forsythe
Title: President and Chief
Executive Officer
Date: July 14, 2000