SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 16, 1999
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NBT Bancorp Inc.
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(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
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code 607/337-6000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On August 16, 1999, NBT Bancorp Inc., a Delaware corporation ("NBT"),
and Lake Ariel Bancorp, Inc., a Pennsylvania corporation ("Lake Ariel"),
announced that they had entered into an Agreement and Plan of Merger, dated as
of August 16, 1999 (the "Merger Agreement").
Pursuant to the Merger Agreement, Lake Ariel will merge with and into
NBT, with NBT being the surviving corporation. Shareholders of Lake Ariel will
receive a minimum of 0.8315 shares and a maximum of 0.9487 shares of NBT common
stock for each share exchanged. Based on the August 13, 1999, closing price of
NBT common stock on the Nasdaq National Market, NBT will issue approximately 4.6
million shares and share equivalents in exchange for all of the Lake Ariel
common stock and share equivalents outstanding. Lake Ariel has provided NBT an
option to acquire up to 965,300 shares of Lake Ariel's common stock (equivalent
to 19.9% of Lake Ariel's common stock currently outstanding) exercisable in the
event of certain circumstances involving transactions with third parties, acts
of third parties, or break-up of the Merger Agreement. The merger is subject to
the approval of each company's shareholders and of banking regulators. The
merger is expected to close in the first quarter of 2000 and is intended to be
accounted for as a pooling-of-interests and to qualify as a tax-free exchange
for Lake Ariel shareholders. The transaction is valued at $92.8 million or
$18.50 per share for the outstanding common stock of Lake Ariel.
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
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2.1 Agreement and Plan of Merger, dated as of August 16, 1999, by
and between NBT Bancorp Inc. and Lake Ariel Bancorp, Inc. *
2.2 The Directors' Agreement, dated as of August 16, 1999, is
part of the Agreement and Plan of Merger, which is filed as
Exhibit 2.1 above.
2.3 Stock Option Agreement, dated August 16, 1999, by and
between Lake Ariel Bancorp, Inc. As "Issuer" and NBT Bancorp
Inc. as "Grantee." *
2.4 Form of Employment Agreement with John G. Martines *
2.5 Form of Change-in-Control Agreement *
99.1 Press release, dated August 16, 1999.
* Incorporated by reference to the corresponding exhibit number in the
Registrant's Schedule 13D filed by the Registrant on August 18, 1999 with
respect to Lake Ariel Bancorp, Inc., File No. 0-22092.
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: August 18, 1999.
EXHIBIT INDEX
99.1 Press release, dated August 16, 1999.