SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. X
-
For the fiscal year ended December 31, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. ____
For the transition period from _____________to _______________
Commission File No. 0-14703
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: NBT Bancorp Inc. 401(k) and Employee Stock
Ownership Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815.
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Financial Statements and Schedules
December 31, 2002 and 2001
(With Independent Auditors' Report Thereon)
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
INDEX
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits at December 31, 2002
and 2001 3
Statements of Changes in Net Assets Available for Plan Benefits for
the year ended December 31, 2002 and 2001 4
Notes to Financial Statements 5
SCHEDULES
1 Schedule H, Line 4i - Schedule of Assets Held at End of Year 11
2 Schedule H, Line 4j - Schedule of Reportable Transactions 12
INDEPENDENT AUDITORS' REPORT
Plan Administrator
NBT Bancorp Inc. 401(k) and Employee
Stock Ownership Plan:
We have audited the accompanying statements of net assets available for plan
benefits of NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan as of
December 31, 2002 and 2001 and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2002 and 2001 and the changes in net assets available for plan
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
at end of year and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
[GRAPHIC OMITTED]
KPMG LLP
June 20, 2003
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2002 and 2001
ASSETS 2002 2001
----------- ----------
Cash, held at NBT Bank, N.A. $ -- 8,751,808
----------- ----------
Investments, at fair value:
Money market funds 3,184,961 2,034,887
Bond mutual funds 1,108,318 --
Common stock of NBT Bancorp Inc. 22,405,048 17,380,335
Equity mutual funds 9,254,168 --
Foreign equity mutual funds 1,379,875 1,298,074
Participant loans receivable 646,333 654,858
----------- ----------
Total investments 37,978,703 21,368,154
----------- ----------
Due from broker -- 5,485,316
Employer contribution receivable 573,708 34,792
Participant contribution receivable 61,918 78,990
Accrued interest and dividends -- 10,002
----------- ----------
Total assets 38,614,329 35,729,062
Due to Sponsor -- 1,277
----------- ----------
Net assets available for plan benefits $38,614,329 35,727,785
=========== ==========
See accompanying notes to financial statements.
3
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2002 and 2001
2002 2001
------------ -----------
Additions to net assets attributed to:
Contributions:
Participants $ 2,399,111 1,762,675
Employer 1,340,724 532,204
------------ -----------
Total contributions 3,739,835 2,294,879
------------ -----------
Transfers:
Transfer from merged FNB Plans (note 1b) 1,752,242 --
Transfers from various merged plans (note 1b) -- 13,732,922
Transfer from merged CNB Plan (note 1b) -- 5,954,554
------------ -----------
Total transfers from other plans 1,752,242 19,687,476
------------ -----------
Investment income (loss) :
Net realized and unrealized gain (loss) on investments (note 3) 181,634 (2,736,635)
Interest 225,829 156,129
Dividends 1,035,694 876,365
------------ -----------
Net investment gain (loss) 1,443,157 (1,704,141)
------------ -----------
Total increase 6,935,234 20,278,214
------------ -----------
Deductions from net assets attributed to:
Distributions (4,048,690) (4,145,541)
------------ -----------
Net increase 2,886,544 16,132,673
Net assets available for plan benefits:
Beginning of year 35,727,785 19,595,112
------------ -----------
End of year $38,614,329 35,727,785
============ ===========
See accompanying notes to financial statements.
4
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(1) DESCRIPTION OF PLAN
The following description of the NBT Bancorp Inc. 401(k) and Employee Stock
Ownership Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Plan agreement or summary plan
document for more complete information.
(a) GENERAL
The Plan is a defined contribution plan as defined under Section 401
of the Internal Revenue Code (IRC), sponsored by NBT Bancorp Inc. (the
Sponsor). The Sponsor is responsible for administration of the Plan.
NBT Bank, N.A. - Trust Division (the Trustee), a wholly owned
subsidiary of NBT Bancorp Inc., is the trustee of the Plan. The assets
of the Plan are held, administered, and managed in accordance with the
terms and conditions of the Trust Agreement, which is considered to be
an integral part of the Plan. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
(b) MERGERS
On June 1, 2001, the Sponsor completed the acquisition of First
National Bancorp, Inc. (FNB). Effective January 1, 2002, FNB's two
defined contribution plans, First National Bank of Northern New York
Employee Profit Sharing Plan and First National Bank of Northern New
York ESOP (collectively referred to herein as the "FNB Plans"), were
merged with and into the Plan. All participants in the FNB Plans that
became employees of the Sponsor became participants in the Plan. The
net assets of FNB Plans, consisting primarily of cash and NBT Bancorp
Inc. common stock, were transferred to the Plan's trust on January 2,
2002 and January 3, 2002. Net assets merged into the Plan from the FNB
Plans totaled $1,752,242.
On November 8, 2001, the Sponsor merged with CNB Financial Corp.
Effective December 31, 2001, CNB Financial Corp.'s defined
contribution plan, the Central National Bank 401(k) Plan (the CNB
Plan), was merged with and into the Plan. All participants in the CNB
Plan that became employees of the Sponsor became participants in the
Plan. The net assets of the CNB Plan, consisting primarily of loans,
amounts due from broker, and NBT Bancorp Inc. common stock, were
transferred to the Plan's trust on January 2, 2002 and January 3,
2002. Net assets merged into the Plan from the CNB Plan totaled
$5,954,554 on December 31, 2001. While the transfers occurred on
January 2, 2002 and January 3, 2002, the Plan recorded this transfer
as of December 31, 2001, the effective date of the CNB Plan merger
into the Plan.
5
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2002 and 2001
On February 17, 2000, May 5, 2000 and July 1, 2000 the Sponsor merged
with Lake Ariel Bancorp, Inc., M. Griffith, Inc. and Pioneer American
Holding Company Corp., respectively. All of the acquired companies had
separate defined contribution plans. On January 1, 2001, the Pioneer
American Bank, N.A. Savings and Investment Plan (Pioneer Plan), the LA
Bank, N.A. Profit Sharing/401(k) Plan (LA Plan), the M. Griffith, Inc.
401(k) Plan (M. Griffith Plan) and the Pioneer American Bank, N.A.
Employee Stock Ownership Plan (Pioneer ESOP), collectively referred to
as the "Merged Plans," were merged into the Plan. All participants in
the Merged Plans that became employees of the Sponsor became
participants in the Plan. The assets held in the Merged Plans' various
trusts that related to participants who became employees of the
Sponsor were transferred to the Plan's trust at various dates during
the year ended December 31, 2001. Changes in these net assets are
included in the Plan's statement of changes in net assets available
for plan benefits beginning on the date they were transferred into the
Plan. These net assets consisted primarily of loans, cash, and NBT
Bancorp Inc. common stock.
The following represents the net assets transferred to the plan from
the Merged Plans during the year ended December 31, 2001:
DATE OF FINAL TRANSFER OF NET ASSETS
MERGED PLAN NET ASSETS TO THE PLAN TRANSFERRED
---------------- ------------------------- ------------
Pioneer Plan February 1, 2001 $ 3,416,744
LA Plan June 11, 2001 3,417,711
M. Griffith Plan March 1, 2001 3,013,864
Pioneer ESOP May 3, 2001 3,884,603
------------
$ 13,732,922
============
(c) ELIGIBILITY
All employees over age 21 with at least one year of service and who
worked at least 1,000 hours in the Plan year are eligible to
participate in the Plan.
(d) CONTRIBUTIONS
Participants make pre-tax contributions in whole percentages up to IRS
limitations for any Plan year.
The Sponsor provides a matching contribution of 100% of each
participant's contribution up to 3% of their compensation. In
addition, a discretionary amount, determined by the Sponsor's board of
directors, may be contributed to the Plan each year. Participants must
be actively employed on the last day of the year to share in this
contribution, which is allocated to participants based on
compensation. During 2002, a discretionary contribution of $545,213
was approved by the Sponsor's board of directors. This amount was paid
during 2003. No discretionary contribution was approved by the
Sponsor's board of directors during 2001.
6
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(e) PARTICIPANTS' ACCOUNTS
Participants may elect to have their contributions invested among the
various funds available to the Plan. All Sponsor contributions to the
Plan are invested in the NBT Bancorp Inc. common stock. Each
participant's account is credited with the Sponsor's and participant's
contributions, plan earnings, and income, expenses, gains, and losses
attributable thereto.
(f) VESTING
Participants' contributions and any investment income thereon are
always 100% vested. Participants vest in the employer contributions on
a straight line basis of 20% for each full year of service up to 100%
vesting. Participants are considered 100% vested upon termination due
to death, retirement, or permanent disability.
(g) PARTICIPANT'S CLAIMS UPON PLAN TERMINATION
Although it has not expressed any intention to do so, the Sponsor has
the right to discontinue contributions or terminate the Plan at any
time subject to Plan provisions. In the event of termination of the
Plan, each participant's account would become fully vested.
(h) FORFEITURES
Forfeitures are applied to reduce the amount of subsequent employer
contributions otherwise required to be paid. In 2002 and 2001,
employer contributions were reduced by $45,431 and $109,138,
respectively, from forfeited nonvested accounts. Forfeiture account
balances totaled $32,576 at December 31, 2002.
(i) PAYMENT OF BENEFITS
Upon normal or early retirement, disability, death, or termination of
employment, the value of a participant's account is paid in a single
lump sum, as specified by the Plan. Early retirement is allowed upon
reaching age 55 and completing 5 years of service.
(j) PARTICIPANT LOANS
Participants may borrow from their account in amounts ranging from
$1,000 to the lesser of $50,000 or 50% of the vested 401(k) account
balance (excludes Company contributions invested in NBT Bancorp Inc.
common stock). Beginning January 1, 1997, participants are not allowed
to borrow from employer contributions made subsequent to that date.
Loans, other than loans for the purchase of a primary residence, must
be repaid over a period no longer than five years. Loans for the
purchase of a primary residence must be repaid over a period no longer
than 15 years. Interest is charged at the prime rate plus 1%.
Participant loans are treated as a transfer from the participant
directed accounts into the loan fund. Principal and interest payments
on the loans are allocated to the loan fund and transferred into the
participant directed accounts based on the participants' current
investment allocation elections.
7
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(k) ADMINISTRATIVE EXPENSES
Expenses of operating and administering the Plan are generally borne
by the Sponsor. The payment of these expenses is not mandated by the
Plan and is done so at the discretion of the Sponsor.
(l) VOTING RIGHTS
With respect to participant account balances that are invested in
shares of the Sponsor's stock, each participant is entitled to
exercise voting rights attributable to the shares allocated to his or
her account and is notified by the Trustee prior to the time that such
rights are to be exercised.
(m) RISKS AND UNCERTAINTIES
The Plan invests in various types of investment securities. Investment
securities are exposed to various risks, such as interest rate,
market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near
term and that such changes could materially affect the amounts
reported in the statement of net assets available for benefits.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America on the accrual basis of accounting. Amounts in the prior
year's financial statements are reclassified when necessary to conform
with the current year's presentation.
(b) INVESTMENTS HELD IN TRUST
Mutual funds and the common stock of the Sponsor are stated at fair
value, based on published market quotations. Money market funds are
short-term investments carried at cost, which approximates fair value.
Loans to participants are carried at the unpaid principal balance,
which approximates fair value. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the
accrual basis. Dividend income is recorded on the ex-dividend date.
(c) USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the use of estimates and assumptions that affect the reported amounts
of net assets and changes therein. Actual results could differ from
those estimates.
8
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(3) INVESTMENTS
Investments that represent 5% or more of the net assets available for plan
benefits at December 31, 2002 or 2001 are as follows:
2002 2001
---------- ----------
Cash and cash equivalents:
Cash $ -- 8,751,808
Strong Money Market Fund 3,184,973 2,034,887
Mutual funds:
Strong Growth and Income Fund 2,697,056 --
Strong Large Cap Growth Fund 2,540,705 --
Common stock:
NBT Bancorp Inc. 22,405,306 17,380,335
During 2002 and 2001, the Plan's investments (including bought, sold, and
held during the year) appreciated (depreciated) in value as follows:
YEAR ENDED DECEMBER 31
-------------------------
2002 2001
------------ -----------
Investments at fair value as determined by quoted market price:
Bond mutual funds $ 25,149 4,415
Common stock of NBT Bancorp Inc. 3,318,952 (595,762)
Equity mutual funds (2,673,226) (1,687,575)
Foreign equity mutual funds (489,241) (457,713)
------------ -----------
$ 181,634 (2,736,635)
============ ===========
(4) NONPARTICIPANT DIRECTED INVESTMENTS
Information about the investments relating to accumulated nonparticipant
directed contributions is as follows:
DECEMBER 31
-----------------------
2002 2001
----------- ----------
Discretionary employer accumulated contributions invested
in NBT common stock $15,508,176 14,615,734
Nondiscretionary employer accumulated contributions
invested in NBT common stock 3,623,194 1,372,996
----------- ----------
$19,131,370 15,988,730
=========== ==========
9
Information about the significant components of the changes in investments
related to accumulated nonparticipant directed contributions for 2002 and
2001 is as follows:
2002 2001
------------ -----------
Transfers from other plans $ 1,390,331 3,623,847
Contributions and loan repayments 1,015,686 564,817
Interest and dividends 806,386 768,151
Net realized and unrealized depreciation 3,189,643 (131,384)
Distributions and new loans issued (3,259,406) (2,218,798)
------------ -----------
$ 3,142,640 2,606,633
============ ===========
(5) INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Sponsor by a
letter dated October 30, 2001, that the Plan and underlying trust, as then
designed, were in compliance with the applicable requirements of the
Internal Revenue Code and therefore the Plan is exempt from income taxes.
Management believes that the Plan is currently being operated in compliance
with the applicable requirements of the Internal Revenue Code.
(6) PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of NBT Bancorp Inc., the Plan's
Sponsor. Therefore, transactions involving those shares are
party-in-interest transactions. Additionally, the trustee of the Plan is
NBT Bank, N.A. which is a subsidiary of the Sponsor.
10
SCHEDULE 1
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Schedule H, Line 4i Schedule of Assets Held at End of Year
December 31, 2002
(c) DESCRIPTION OF INVESTMENT
(b) IDENTITY OF ISSUER INCLUDING MATURITY DATE,
BOROWER, LESSOR, RATE OF INTEREST, COLLATERAL, (e) CURRENT
(a) OR SIMILAR PARTY PAR, OR MATURITY VALUE (d) COST VALUE
--- ----------------------------------- ------------------------------------------ --------------- ------------
Strong Money Market Money market fund $ ** $ 3,184,961
Strong Corporate Bond Fund Bond mutual fund, 11,720 shares ** 117,083
Strong Government Securities Fund Bond mutual fund, 88,980 shares ** 991,235
Columbia Small Cap Fund 2 Equity mutual fund, 12,177 shares ** 198,491
Davis NY Venture Fund Equity mutual fund, 17,763 shares ** 371,965
MFS Mid Cap Growth Fund Equity mutual fund, 33,781 shares ** 191,203
MFS Total Return Fund Equity mutual fund, 124,486 ** 1,651,928
Strong Advisor Small Cap Value Fund Equity mutual fund, 11,216 shares ** 212,886
Strong Growth and Income Fund Equity mutual fund, 170,161 shares ** 2,697,056
Strong Large Cap Growth Fund Equity mutual fund, 153,889 shares ** 2,540,705
Strong Opportunity Fund Equity mutual fund, 3,213 shares ** 92,218
Barclays Global Investors Equity
Index Fund D2 Equity mutual fund, 165,525 ** 1,297,716
Janus Worldwide Fund Foreign equity mutual fund, 42,947 shares ** 1,379,875
* NBT Bancorp Inc. Common stock, 1,312,539 shares *** 18,421,912 22,405,048
* Participant loans receivable Interest rates - 5.25% - 12.14% ** 646,333
------------
$ 37,978,703
============
* Party-in-interest.
** Cost omitted for these participant directed investments.
*** Represents cost of NBT Bancorp Inc. common stock for which there is no
participant direction as well as NBT Bancorp Inc. common stock for which
participants have direction.
See accompanying independent auditors report.
11
SCHEDULE 2
NBT BANCORP INC.
401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Schedule H, Line 4j Schedule of Reportable Transactions
Year ended December 31, 2002
(b) DESCRIPTION OF
ASSET (INCLUDING (f) EXPENSE
INTEREST RATE INCURRED
(a) IDENTITY OF PARTY AND MATURITY (c) PURCHASE (d) SELLING (e) LEASE WITH (g) COST OF
INVOLVED IN CASE OF A LOAN) PRICE PRICE RENTAL TRANSACTION ASSET
------------------------------------ ------------------- ------------- ----------- --------- ----------- -----------
Series of transactions:
NBT Bancorp Inc.
(series of 163 transactions) Common Stock $ 3,785,846 -- -- -- 3,785,846
NBT Bancorp Inc.
(series of 294 transactions) Common Stock -- 3,558,299 -- -- 3,031,932
(h) CURRENT
VALUE OF
ASSET ON (i) NET
(A) IDENTITY OF PARTY TRANSACTIOIN GAIN
INVOLVED DATE (LOSS)
------------------------------------ ------------ -------
Series of transactions:
NBT Bancorp Inc.
(series of 163 transactions 3,785,846 --
NBT Bancorp Inc.
(series of 294 transactions) 3,558,299 526,367
Reportable transactions, for purposes of this schedule are:
(1) A single transaction within the plan year in excess of 5% of the current
value of the plan assets at the beginning of the plan year;
(2) Any series of transactions with, or in conjunction with, the same person,
involving property other than securities, which amount in the aggregate
within the plan year (regardless of the category of asset and the gain or
loss on any transaction) to more than 5% of the current value of plan
assets at the beginning of the Plan year;
(3) Any transaction within the plan year involving securities of the same issue
if within the plan year any series of transactions with respect to such
securities amount in the aggregate to more than 5% of the current value of
the plan assets at the beginning of the Plan year; and
(4) Any transaction within the plan year with respect to securities with, or in
conjunction with, a person if any prior or subsequent single transaction
within the plan year with such person, with respect to securities, exceeds
5% of the current value of plan assets at the beginning of the Plan year.
See accompanying independent auditors report.
12
Exhibits:
23 Consent of KPMG LLP dated June 27, 2003.
99 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. This exhibit is furnished, not filed, in accordance with
SEC Release Number 33-8212.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: June 27, 2003 NBT BANCORP INC. 401 (k) AND EMPLOYEE STOCK
OWNERSHIP PLAN
By: /s/ Thomas R. Delduchetto
Thomas R. Delduchetto
Executive Vice President and
Director of Human Resources and
Member of the 401 (k) Plan
Administrative Committee of the NBT
Bancorp Inc. 401 (k) and Employee
Stock Ownership Plan
================================================================================
EXHIBIT INDEX
Exhibit Document
------- --------
23 Consent of KPMG LLP dated June 27, 2003.
99 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
This exhibit is furnished, not filed, in accordance with SEC Release Number
33-8212.