SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 22, 2005
NBT BANCORP INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-14703 16-1268674
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815
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(Address of principal executive offices)
Registrant's telephone number, including area code: (607) 337-2265
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[x] Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 Other Events
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On December 22, 2005, NBT Bancorp Inc. and CNB Bancorp, Inc. issued a joint
press release announcing the receipt of the required regulatory approvals to
proceed with their proposed merger. A copy of the press release is attached as
Exhibit 99.1 to this Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
{c} The following is being furnished herewith:
Exhibit No. Exhibit Description
99.1 Press release text of NBT Bancorp Inc. and CNB Bancorp, Inc. dated December 22, 2005
SIGNATURES
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.
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(Registrant)
/s/ Michael J. Chewens
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Michael J. Chewens
Senior Executive Vice President,
Chief Financial Officer and Corporate Secretary
Date: December 22, 2005
EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
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NBT Contact: Martin A. Dietrich CNB Contact: William N. Smith
607-337-6119 518-773-7911
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NBT BANCORP, CNB BANCORP ANNOUNCE REGULATORY APPROVAL OF MERGER
NORWICH, N.Y., and GLOVERSVILLE, N.Y. (DECEMBER 22, 2005) - NBT Bancorp
Inc. (NBT) (NASDAQ: NBTB) and CNB Bancorp, Inc. (CNB) (OTC Bulletin Board: CNBI)
announced today that they have received required regulatory approvals for their
proposed merger transaction. NBT has received required regulatory approvals from
the Office of the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System and the New York State Banking Department to acquire CNB
and its subsidiary, City National Bank and Trust Company.
The merger, which has been unanimously approved by the boards of directors
of NBT and CNB, is subject to approval by CNB's shareholders. CNB will hold a
special meeting of its shareholders at 4:00 p.m., local time, on Wednesday,
February 8, 2006, to vote on the proposed merger with NBT. All CNB shareholders
of record as of December 20, 2005, are entitled to vote on the transaction. The
parties anticipate that the transaction will close on or about February 10,
2006, subject to approval by CNB's shareholders and the satisfaction of other
closing conditions.
The total transaction is valued at approximately $89 million. Under the
terms of the merger agreement announced June 14, 2005, CNB shareholders will be
given the opportunity to elect to receive either $38.00 in cash or 1.64 shares
of NBT common stock for each share of CNB common stock, subject to election and
proration procedures that provide, among other things, that the aggregate
consideration will be 55% stock and 45% cash. Cost savings have been identified
that NBT expects will make the proposed merger accretive to NBT earnings per
share within the first year.
"We are pleased to receive the required regulatory approvals for the merger
of NBT and CNB," said NBT President Martin A. Dietrich. "We believe the time is
right to join forces to match the banking philosophy, services and market areas
we already have in common."
CNB Chairman and President William N. Smith said, "NBT and CNB both have a
long history of serving their customers and communities. NBT is committed to
working with CNB customers to make this transition as seamless as possible and
to providing the high level of service our customers have come to expect."
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CNB Directors Timothy Delaney and Brian Hanaburgh will join the NBT Bank,
N.A. Board of Directors upon completion of the merger. Remaining CNB directors
will be invited to join a Fulton County Advisory Board being created by NBT
Bank, N.A. CNB Chairman and President William N. Smith and CNB Executive Vice
President George A. Morgan will provide ongoing support to NBT as members of the
advisory board, with Smith serving as chair. NBT Bank plans to make use of CNB's
headquarters facility at 10-24 North Main Street in downtown Gloversville as a
regional hub office.
NBT is a financial services holding company headquartered in Norwich, N.Y.,
and had total assets of $4.4 billion as of September 30, 2005. The company
primarily operates through NBT Bank, N.A. (a full-service community bank with
two divisions) and through a financial services company. Formed in 1856, NBT
Bank, N.A. is a full-service commercial bank headquartered in Norwich, N.Y. NBT
Bank, N.A. has 113 locations, including 74 NBT Bank offices in upstate New York
and 39 Pennstar Bank offices in northeastern Pennsylvania. EPIC Advisors, Inc.
is a full-service 401(k) plan recordkeeping firm based in Rochester, N.Y. More
information about NBT and its divisions can be found on the Internet at
www.nbtbancorp.com, www.nbtbank.com, www.pennstarbank.com and www.epic1st.com.
CNB is a financial holding company that has its principal office in
Gloversville, N.Y. The company operates two subsidiaries. Formed in 1887, City
National Bank and Trust Company is a full-service commercial bank headquartered
in Gloversville, N.Y., and provides a full range of personal and commercial
banking products as well as personal and business trust services. City National
Bank and Trust Company conducts business from nine community bank offices in
four upstate New York counties-Fulton, Hamilton, Montgomery and Saratoga.
Hathaway Insurance Agency, Inc. provides general insurance services. More
information about CNB and its subsidiaries can be found on the Internet at
www.citynatlbank.com.
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FORWARD-LOOKING STATEMENTS
Statements contained in this news release contain forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements include, but are not limited to,
statements regarding the benefits of the acquisition and the companies'
intentions with respect to the combined company. These statements are based on
the current beliefs and expectations of management as well as the assumptions
made using information currently available to management and are subject to
business, economic and other uncertainties and contingencies, many of which are
beyond our control. Actual results may differ materially from the anticipated
results as a result of various factors, including among others: (1) the failure
to successfully integrate the two companies' businesses, or to integrate them in
a timely manner; (2) the failure to achieve anticipated cost savings, or to
achieve savings in a timely manner; (3) costs, customer loss and business
disruption in connection with the acquisition or the integration of our
companies may be greater than expected; (4) failure to obtain governmental
approvals without adverse regulatory conditions; and (5) failure to obtain
required stockholder approval. Additional factors that could cause actual
results to differ materially from those expressed in the forward-looking
statements are discussed in the documents filed by NBT and CNB with the
Securities and Exchange Commission from time to time. Except as required by law,
NBT and CNB do not undertake any obligation to update any forward-looking
statements to reflect changes in beliefs, expectations or events.
The proposed transactions will be submitted to stockholders of CNB for
their consideration. NBT and CNB have filed a registration statement, a
preliminary joint proxy statement/prospectus and other relevant documents
concerning the proposed transaction with the Securities and Exchange Commission
(the "SEC"). CNB stockholders are urged to read the registration statement and
the preliminary joint proxy statement/prospectus, as well as the final joint
proxy statement/prospectus when it become available and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information. You will be able to
obtain a free copy of the joint proxy statement/prospectus, as well as other
filings containing information about NBT and CNB, at the SEC's Internet site
(http://www.sec.gov).
Copies of the joint proxy statement/prospectus can be obtained, without
charge, by directing a request to NBT Bancorp Inc., 52 South Broad Street, P.O.
Box 351, Norwich, NY 13815, Attn: Michael J. Chewens, 607-337-6520, or CNB
Bancorp, Inc., 10-24 North Main Street, P.O. Box 873, Gloversville, NY 12078,
Attn: George A. Morgan.
THE OFFERING WILL BE MADE ONLY BY MEANS OF A PROSPECTUS IN ACCORDANCE WITH
FEDERAL LAW AND APPLICABLE STATE SECURITIES LAWS; THIS PRESS RELEASE SHALL NOT
CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES.
CNB and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of CNB in
connection with the acquisition. Information about the directors and executive
officers of CNB and their ownership of CNB common stock is set forth in the
proxy statement for CNB's annual meeting of stockholders held on April 19, 2005,
as filed with the SEC on a Schedule 14A on March 17, 2005. Additional
information regarding the interests of these participants may be obtained by
reading the joint proxy statement/prospectus regarding the proposed transaction.
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