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) June 19, 2001
-------------------------------
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 June 19, 2001, NBT Bancorp Inc., a Delaware corporation ("NBT"), and
CNB Financial Corp., a New York corporation ("CNB"), announced that they had
entered into an Agreement and Plan of Merger, dated as of June 19, 2001 (the
"Merger Agreement").
Pursuant to the Merger Agreement, CNB and NBT will merge (the
"Merger"), with NBT being the surviving corporation, to create a holding company
with assets of $3.5 billion. Stockholders of CNB will receive 1.2 shares of NBT
common stock for each share exchanged. Based on the June 18, 2001, closing price
of NBT common stock on the Nasdaq National Market, the transaction is valued at
$140 million or $18.30 per share for the outstanding common stock of CNB. The
Merger, which has been unanimously approved by the boards of directors of NBT
and CNB, is subject to the approval of each company's stockholders and of
banking regulators. The Merger is expected to close in the fourth quarter of
2001 and is intended to be accounted for as a pooling-of-interests and to
qualify as a tax-free exchange for CNB stockholders.
CNB has provided NBT an option to acquire a number of shares of CNB's
common stock equal to 2.9% of CNB's common stock outstanding as of the first
date the option becomes exercisable. The option is exercisable in the event of
certain circumstances involving transactions with third parties, acts of third
parties, or break-up of the Merger Agreement.
The combined company will have a 15-seat board of directors which will
be made up of twelve current directors of NBT and three from CNB. Common
stockholders of NBT will have ownership of approximately 73 percent of the
combined company while CNB's common stockholders will own approximately 27
percent.
Simultaneously with the Merger, CNB's principal banking subsidiary,
Central National Bank, Canajoharie, will merge with and into NBT Bank, N.A.,
NBT's principal banking subsidiary, with NBT Bank being the surviving bank in
the bank merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
-2-
The following exhibits are filed with this Current Report or incorporated by
reference into this Current Report on Form 8-K:
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger, dated as of June 19, 2001, by and
between NBT Bancorp Inc. and CNB Financial Corp.
2.2 Form of Agreement of Merger between Central National Bank,
Canajoharie, and NBT Bank, National Association, is attached as
Exhibit II to the Agreement and Plan of Merger, which is filed as
Exhibit 2.1 above.
2.3 CNB Stock Option Agreement, dated June 19, 2001, by and between CNB
Financial Corp. as "Issuer" and NBT Bancorp Inc. as "Grantee" is
attached as Exhibit III to the Agreement and Plan of Merger, which
is filed as Exhibit 2.1 above.
2.4 Form of Voting Agreement between various stockholders of CNB
Financial Corp. and NBT Bancorp Inc. is attached as Exhibit IV to
the Agreement and Plan of Merger, which is filed as Exhibit 2.1
above.
99.1 Press release dated June 19, 2001.
-3-
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/ Michael J. Chewens
--------------------------
Name: Michael J. Chewens
Title: Executive Vice President
Date: June 22, 2001
-4-
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of June 19, 2001, by and
between NBT Bancorp Inc. and CNB Financial Corp.
2.2 Form of Agreement of Merger between Central National Bank,
Canajoharie, and NBT Bank, National Association, is attached as
Exhibit II to the Agreement and Plan of Merger, which is filed as
Exhibit 2.1 above.
2.3 CNB Stock Option Agreement, dated June 19, 2001, by and between CNB
Financial Corp. as "Issuer" and NBT Bancorp Inc. as "Grantee" is
attached as Exhibit III to the Agreement and Plan of Merger, which
is filed as Exhibit 2.1 above.
2.4 Form of Voting Agreement between various stockholders of CNB
Financial Corp. and NBT Bancorp Inc. is attached as Exhibit IV to
the Agreement and Plan of Merger, which is filed as Exhibit 2.1
above.
99.1 Press release dated June 19, 2001.
-5-