EXHIBIT 99.1
PRESS RELEASE
NBT Bancorp Inc. Lake Ariel Bancorp, Inc.
52 South Broad Street 409 Lackawanna Avenue, Suite 201
Norwich, NY 13815 Scranton, PA 18503
Daryl R. Forsythe John G. Martines
607-337-6416 570-341-8417
ATTENTION: FINANCIAL/BUSINESS EDITORS
NORWICH, NY, and SCRANTON, PA, August 16, 1999--NBT Bancorp Inc.
(NASDAQ: NBTB), the parent company of NBT Bank, N.A., and Lake Ariel Bancorp,
Inc. (NASDAQ: LABN), the parent company of LA Bank, N.A., announced today that
they have entered into a definitive agreement of merger. 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 shares of Lake
Ariel Bancorp, Inc. (Lake Ariel). 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 closing price of $20.25 for NBT
Bancorp Inc. (NBT) common stock, 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.
Lake Ariel will be merged into NBT, with LA Bank, N.A. becoming the
second banking subsidiary of NBT. NBT President and CEO, Daryl R. Forsythe,
states, "We are extremely pleased to move into Pennsylvania through the merger
of this strong growing bank. LA Bank has become a bank known in Northeastern
Pennsylvania for its community service, much as NBT is known in its New York
market areas. LA Bank has aggressively grown its franchise over the past five
years, and our combined strength of capital and management will encourage
continued growth. We expect the transaction to be accretive to earnings in the
first full year of combination."
John G. Martines, CEO of Lake Ariel and President and CEO of LA Bank,
adds, "This is an exciting opportunity for us. It allows LA Bank to keep its
identity and remain the leading locally run bank in its markets. We will be able
to offer our customers expanded lending capabilities, trust services, venture
capital, and other products, which should aid in future
growth. NBT is a strong performing, well managed company, and we look forward to
sharing their resources."
NBT Bank, N.A., the wholly owned subsidiary of NBT, is a full service
commercial bank with total assets of over $1.3 billion. The Bank has 36 branches
in nine counties in central New York. NBT and NBT Bank are headquartered in
Norwich, NY, where the Bank was formed in 1856. NBT has approximately 3,700
shareholders and 12.5 million common shares outstanding.
Lake Ariel's wholly owned subsidiary, LA Bank, N.A., has approximately
$500 million in assets. The Bank has 22 branch offices serving five counties in
Northeastern Pennsylvania. The Company is headquartered in Lake Ariel,
Pennsylvania, has approximately 1,400 shareholders and 4.9 million common shares
outstanding. The Company's financial center, including executive offices, is in
Scranton, Pennsylvania.
The combined company, NBT Bancorp Inc., with proforma assets of $1.8
billion and 58 branch banks, will be headed by President and CEO Daryl R.
Forsythe, who holds these titles for NBT Bank, N.A. John Martines will continue
as the President and CEO of LA Bank, N.A. and will head the Pennsylvania efforts
of NBT.
Concurrent with this announcement, NBT Bancorp Inc. has reduced its
stock repurchase plan from 600,000 shares to 200,000 which leaves 76,500 shares
remaining for repurchase under the reduced plan.
Forward-Looking Information
This news release contains statements regarding the projected
performance of NBT and Lake Ariel on a stand-alone and proforma 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: the timing of closing the proposed
merger being delayed; competitive pressures among financial institutions
increasing significantly; economic conditions, either nationally or locally in
areas in which NBT and Lake Ariel 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 proposed 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;
and the impact of the transition to the year 2000 on the operations of NBT, Lake
Ariel, or the combined company. NBT and Lake Ariel disclaim 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.
****END OF RELEASE****