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FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
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NBT Contact: Daryl R. Forsythe
607-337-6416
Filed by NBT Bancorp Inc.
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Act of 1934
Subject Company: First National Bancorp, Inc.
Commission File No.: 000-14703
NBT BANCORP ANNOUNCES PLAN TO ACQUIRE FIRST NATIONAL BANCORP,
DETAILS NON-RECURRING COSTS RELATED TO PRIOR MERGERS
AND INTERNAL RESTRUCTURING ACTIVITIES
NORWICH, NY (January 2, 2001) - NBT Bancorp Inc. (NBT) (NASDAQ: NBTB)
announced today that it and First National Bancorp, Inc. (FNB) have entered into
a definitive agreement providing for the merger of FNB into NBT. The merger
agreement also includes the merger of FNB's subsidiary, The First National Bank
of Northern New York, into NBT Bank, N.A.
The First National Bank of Northern New York is an eighty-four year-old
commercial bank headquartered in Norfolk, New York. It operates six full-service
banking locations in New York's North Country including offices in Canton,
Massena, Norfolk, Ogdensburg and Potsdam in St. Lawrence County and an office in
Malone in Franklin County.
In the merger, shareholders of FNB will receive five shares of NBT's common
stock for each share of FNB. NBT will issue approximately 1.03 million shares of
common stock and share equivalents in the merger, with a total value of $15.06
million, based on the closing price of $14.625 for a share of NBT common stock
on December 29, 2000. The merger is structured to be tax-free to the
shareholders of FNB and will be accounted for using the purchase method of
accounting. Closing of the merger is subject to NBT's satisfactory completion of
due diligence and approval of the merger by FNB's shareholders and by regulatory
authorities and is expected to occur in the second quarter of 2001.
NBT Bancorp President and CEO Daryl R. Forsythe stated, "Our agreement with
FNB represents the next in a series of steps in our strategy to position NBT for
continued success in the rapidly changing financial services industry. During
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the year 2000, strategic acquisitions provided for the extension of our market
area into Northeastern Pennsylvania and allowed for the expansion of our product
line beyond traditional bank offerings." In 2000, NBT acquired two community
banks in Northeastern Pennsylvania, LA Bank, N.A. and Pioneer American Bank,
N.A.. These institutions along with two branches acquired from Mellon Bank and
six acquired from Sovereign Bank have been merged to create Pennstar Bank, N.A.
In 2000, NBT also acquired M. Griffith, Inc., a registered broker-dealer
providing a variety of investment and financial planning services. Forsythe went
on to state that, "Based on the proposed merger terms and our due diligence to
date, we expect the acquisition of FNB to be accretive to our earnings within
one year of closing."
Martin A. Dietrich, President and Chief Operating Officer for NBT Bank,
commented, "Our agreement with FNB provides NBT Bank with an exciting
opportunity in the North Country. The First National Bank of Northern New York's
six offices in St. Lawrence and Franklin Counties will complement our six
locations in neighboring Clinton and Essex Counties. Our expanded presence in
this market will lead to added convenience for customers as well as increased
operating efficiencies."
Thomas E. Place, President of The First National Bank of Northern New York,
said, "We are pleased to have forged this agreement with NBT. The community
banking philosophy shared by our organizations ensures that our customers will
continue to enjoy high quality service delivered by the dedicated employees of a
bank that cares about the communities it serves. Customers will benefit from
expanded product offerings such as Internet banking and trust and investment
services, enhanced lending capabilities, venture capital and other financial
resources available through an organization like NBT."
At September 30, 2000, FNB had total assets of $114 million and deposits of
$102 million, and NBT had total assets of $2.6 billion and deposits of $1.9
billion.
NBT also announced that its board of directors has authorized the repurchase
of up to 1.03 million common shares, or about 4.3% of its 23.7 million shares
outstanding. NBT will purchase any such shares from time to time at market
prices. The shares purchased in this repurchase program are specifically for use
in the FNB acquisition.
As previously reported, results for the fourth quarter of 2000 will reflect
certain costs related to these completed acquisitions as well as certain costs
associated with the integration of these banks into NBT. These costs were
approximately $8.4 million, or $5.4 million after tax. The costs related to the
completed acquisitions and the related integration efforts include the
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recognition of accruals for staff reductions, including employee severance
payments, and for occupancy and equipment abandonment, including the costs of
closing branches, terminating leases, and discontinuing the use of excess or
obsolete data and items processing systems. Additional integration expenses to
be incurred in 2001 from prior merger activity are expected to be immaterial.
Fourth quarter 2000 results will also reflect a restructuring charge of
approximately $6.9 million, or $5.7 million after tax, for severance payments,
retirement benefits, and similar and related expenses for senior officers who
elected during the fourth quarter to relinquish their active status as officers
or to retire from NBT.
NBT also disclosed that during the fourth quarter of 2000, it transferred
$21.7 million of investments from available-for-sale status into a trading
account, thereby incurring a loss of approximately $1.5 million, or $.96 million
after tax, on the mark-down to fair value of these securities. NBT currently
anticipates selling these securities in the first quarter of 2001. The proceeds
from this transaction will be used to fund the repurchase of NBT stock and
anticipated investments in higher-yielding loans and securities.
It is possible that NBT could incur additional unidentified expenses related
to the completed acquisitions, their integration into NBT, or the ultimate sale
of the above noted trading assets.
NBT Bancorp Inc. is a registered financial holding company based in Norwich,
New York. Its wholly-owned banking subsidiaries, NBT Bank, N.A.
(www.nbtbank.com) and Pennstar Bank, N.A. (www.pennstarbank.com), operate a
total of 78 community bank offices and well over 100 ATMs stretching from the
North Country to the Southern Tier in New York and into Northeastern
Pennsylvania. Other subsidiaries include NBT Financial Services, Inc., which
owns M. Griffith, Inc. and Pennstar Financial Services, Inc.
Forward-Looking Statements
This news release contains forward-looking statements. These
forward-looking statements involve risks and uncertainties and are based on the
beliefs and assumptions of the management of NBT Bancorp and its subsidiaries
and on the information available to management at the time that these statements
were made. There are a number of factors, many of which are beyond NBT's
control, that could cause actual conditions, events or results to differ
significantly from those described in the forward-looking statements. Factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include, among others, the following
possibilities: (1) regulatory approvals and clearances and other prerequisites
to the merger of NBT and FNB may not be obtained, or may be received outside of
expected time frames; (2) competitive pressures among depository and other
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financial institutions may increase significantly; (3) revenues may be lower
than expected; (4) changes in the interest rate environment may reduce interest
margins; (5) general economic conditions, either nationally or regionally, may
be less favorable than expected, resulting in, among other things, a
deterioration in credit quality and/or a reduced demand for credit; (6)
legislative or regulatory changes, including changes in accounting standards,
may adversely affect the businesses in which NBT is engaged; (7) costs or
difficulties related to the integration of the businesses of NBT and its merger
partners may be greater than expected; (8) expected cost savings associated with
recent and pending mergers and acquisitions may not be fully realized or
realized within the expected time frames; (9) deposit attrition, customer loss,
or revenue loss following pending mergers and acquisitions may be greater than
expected; (10) competitors may have greater financial resources and develop
products that enable such competitors to compete more successfully than NBT: and
(11) adverse changes may occur in the securities markets or with respect to
inflation. Forward-looking statements speak only as of the date they are made.
NBT Bancorp does not undertake to update forward-looking statements to reflect
subsequent circumstances or events.
In conjunction with the proposed merger, NBT will file with the SEC a
registration statement on SEC Form S-4. The registration statement will contain
a proxy statement/prospectus, which will describe the proposed merger of NBT and
FNB and the proposed terms and conditions of the merger. Shareholders of FNB and
other investors are encouraged to read the registration statement and 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., Attention: Michael J. Chewens, 52 South Broad
Street, Norwich, New York 13815, telephone 607-337-6520.