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) February 17, 2000 --------------------------- NBT Bancorp Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-14703 16-1268674 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 52 South Broad Street, Norwich, New York 13815 - -------------------------------------------------------------------------------- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code 607/337-2265 ------------------------------ N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On February 17, 2000, NBT Bancorp Inc., parent company of NBT Bank, N.A., and Lake Ariel Bancorp, Inc., parent company of LA Bank, N.A., completed their merger. The merger results in NBT being the surviving holding company for NBT Bank and LA Bank. In the merger, NBT issued .9961 of a share of NBT common stock for each share of Lake Ariel common stock or approximately 4.8 million shares of NBT common stock to the former stockholders of Lake Ariel. Three members of the board of directors of Lake Ariel, Messrs. John G. Martines, Bruce D. Howe, and William C. Gumble, will 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 Lake Ariel stockholders. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable. (b) Not Applicable. (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 - ------- ----------- 99.1 Press release, dated February 17, 2000. 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 --------------------------------- Name: Daryl R. Forsythe Title: President and Chief Executive Officer Date: February 22, 2000 EXHIBIT INDEX ------------- 99.1 Press release, dated February 17, 2000.