- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
- --------------------------------------------------------------------------------
Contact: Kecia E. Funaro-Burton
Marketing Officer
NBT Bank, N. A.
607-337-6250
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 BANK OPENS NEW LOCATION IN ALBANY
ALBANY, NY (July 11, 2000) - NBT Bank recently opened a commercial banking
office in Albany at 441 New Karner Road. The primary focus of this new location
is to serve the commercial banking needs of area businesses. A full range of
retail banking products and trust and investment services are also available.
NBT Bank Vice President and Regional Lending Manager Ed Tomeck stated,
"Bank consolidations in the Capital Region have created a need for a commercial
lending institution with a strong community banking philosophy. NBT Bank has its
roots in community banking. Our commitment to quality service and local
decision-making provides area businesses with an attractive new banking option."
Vice President and Corporate Banking Officer Peter Marquis heads up NBT
Bank's commercial banking operation in Albany. Marquis brings 20 years of
banking experience to his position including six years with TrustCo Bank. He is
currently a director of the Saratoga Care Foundation and serves as a director
and assistant treasurer of the Northeast Parent and Child Society.
Daryl R. Forsythe, NBT Bank's chief executive officer, commented, "We are
excited to become a part of the banking scene in the Capital Region. Our entry
into this market represents a logical expansion of our existing franchise that
spans from Pennsylvania to the Canadian border." NBT Bank conducts business from
37 locations in ten Upstate New York counties including three offices in nearby
Fulton County.
NBT Bank and its parent company, NBT Bancorp Inc., are headquartered in
Norwich, New York. NBT Bancorp recently entered into a merger agreement with BSB
Page 1 of 3
Bancorp, Inc. of Binghamton slated to close in the fourth quarter of this year.
This merger, currently pending regulatory and stockholder approval, will create
a financial services holding company with pro forma assets of $4.8 billion and
three direct operating subsidiaries, including community banks in New York and
Pennsylvania and a financial services company.
O BSB Bank & Trust and NBT Bank, the companies' principal banking subsidiaries,
will be combined to create the New York bank.
O NBT Bancorp recently acquired LA Bank and Pioneer American Bank. Both
headquartered in Northeastern Pennsylvania, these banks will be combined to
form the new company's Pennsylvania bank.
O NBT Bancorp created a financial services company in September 1999 to
expand its menu of financial services beyond traditional bank product
offerings.
Forsythe will serve as the chairman, president and chief executive officer
of the combined company. He stated, "This merger is a great strategic fit for
our companies. We offer similar products and services, and the markets we serve
are contiguous. By far, the most important common ground we have is our shared
community banking philosophy. Bringing our successful companies together will
create a solid foundation that will allow us to expand the financial service
options we offer and continue to deliver high quality service to existing and
new customers."
NBT Bancorp had assets totaling $1.4 billion at March 31, 2000.
Forward-Looking Information
This news release contains statements regarding the projected performance
of NBT Bancorp, Pioneer American Bank, LA Bank and BSB Bancorp 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 Bancorp, Pioneer American
Bank, LA Bank and BSB Bancorp 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
Page 2 of 3
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.
This press release may be deemed to be solicitation material in respect of
the proposed merger of BSB Bancorp, Inc. ("BSB") with NBT Bancorp Inc. ("NBT")
pursuant to an Agreement and Plan of Merger, dated as of April 19, 2000, and
amended as of May 17, 2000, by and between NBT and BSB (the "Agreement"). Filing
of this press release 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, Richard
Chojnowski, Gene E. Goldenziel, Peter B. Gregory, William C. Gumble, Bruce D.
Howe, Andrew S. Kowalczyk, Jr., Dan B. Marshman, John G. Martines, John C.
Mitchell, Joseph G. Nasser, William L. Owens and Paul O. Stillman. As of June
30, 2000, these directors and executive officers beneficially owned in the
aggregate 1,538,770 shares, or approximately 8.31%, 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 will file with the SEC a
registration statement on SEC Form S-4. The registration statement will contain
a joint proxy statement/prospectus, which will describe the proposed merger of
NBT and BSB and the proposed terms and conditions of the merger. Stockholders of
NBT are encouraged to read the registration statement and joint proxy
statement/prospectus because these documents will contain important information
about the merger. After the registration statement is filed with the SEC, it
will be available for free, both on the SEC's web site (www.sec.gov) or by
contacting NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815,
Attention: John D. Roberts, telephone 607-337-6541.
# # #
Page 3 of 3