SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 8,
2006
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NBT
BANCORP INC.
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(Exact
name of registrant as specified in its charter)
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DELAWARE
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0-14703
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16-1268674
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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52
SOUTH BROAD STREET, NORWICH, NEW YORK 13815
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(Address
of principal executive offices)
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Registrant's
telephone number, including area code: (607) 337-2265
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
8.01 Other Events
Completion
of Acquisition
of CNB Bancorp, Inc.
On
February 10, 2006, NBT Bancorp Inc. ("NBT") acquired CNB Bancorp, Inc. (“CNB”),
a bank holding company headquartered in Gloversville, New York. The acquisition
was accomplished by merging CNB with and into NBT (the "Merger"). By virtue
of
this acquisition, CNB’s banking subsidiary, City National Bank and Trust Company
was merged with and into NBT Bank, N.A. City National Bank and Trust Company
operated 9 full-service community banking offices - located in Fulton, Hamilton,
Montgomery and Saratoga counties, with approximately $400 million in assets.
The
Merger increases NBT’s assets to approximately $4.9 billion.
The
Merger was consummated pursuant to the previously-announced Agreement and
Plan
of Merger, dated as of June 13, 2005 (the "Merger Agreement”), between NBT and
CNB. In accordance with the terms of the Merger Agreement, the holders of
each
outstanding share of common stock of CNB (the “CNB Common Stock”) were given the
opportunity to elect to receive either: (a) common stock of NBT (the “NBT Common
Stock”) at the rate of 1.64 shares of NBT Common Stock for each share of CNB
Common Stock (the “Conversion Ratio”); (b) cash at the rate of $38.00 per share;
or (c) a combination of (a) and (b), in each case subject to proration
procedures that provide the aggregate consideration would be 55% stock and
45%
cash.
An
analysis of the election results indicates that the option to receive NBT
common
stock was oversubscribed. Specifically, of the 2,282,570 shares of CNB’s stock
outstanding as of February 10, 2006:
(i)
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1,393,756
shares, or 61.1 percent, elected to receive NBT stock;
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(ii)
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562,279
shares, or 24.6 percent, elected to receive cash; and
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(iii)
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326,535
shares, or 14.3 percent, did not make a valid election.
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Based
on
the foregoing elections, it is anticipated that (a) former CNB shareholders
who
made a valid cash election will receive $38.00 in cash per share, without
interest, and (b) former CNB shareholders who made
a valid
stock election will receive 1.64 shares of NBT common stock for approximately
90.1% of their CNB shares, and will receive $38.00 in cash per share, without
interest, for the remainder of their CNB shares. On a per share basis, this
translates to an effective exchange ratio of approximately 1.48 shares of
NBT
common stock and a cash payment of approximately $3.76, without interest.
The
effective exchange ratio was determined by multiplying the 1.64 exchange
ratio
set forth in the merger agreement by the percentage of CNB stock election
shares
to be converted into NBT stock, and the cash payment was determined by
multiplying the $38.00 price set forth in the merger agreement by the percentage
of CNB stock election shares to be converted into cash. Former
CNB stockholders who expressed no preference or did not make a valid election
will receive $38.000 in cash per share, without interest.
On an
aggregate basis, the former stockholders of CNB will receive approximately
$39.0
million in cash and 2,058,685 shares of NBT common stock.
CNB
nonqualified stock options, entitling holders to purchase CNB common stock
outstanding, were cancelled on the closing date and such option holders received
an option payment subject to the terms of the merger agreement. The total
number
of CNB nonqualified stock options that were canceled was 103,545, which resulted
in a cash payment to option holders before any applicable federal or state
withholding tax, of approximately $1.3 million. In accordance with the terms
of
the merger agreement, all outstanding CNB incentive stock options as of the
effective date were assumed by NBT. At that time, there were 144,686 CNB
incentive stock options that were exchanged for 237,278 NBT replacement
incentive stock options.
Based
on
the $22.42 per share closing price of NBT common stock on February 10, 2006,
the
transaction is valued at approximately $88 million.
Private
Placement of Trust Preferred Securities
On
February 8, 2006, NBT Bancorp Inc. sold in a private placement $51.5 million
of
trust preferred securities through a wholly-owned subsidiary, NBT Statutory
Trust II. The $51.5 million of Trust Preferred Securities have a 30-year
term
ending February 2036. The securities bear interest at a fixed rate of 6.195%
for
first five years. Thereafter, the rate will float at three month LIBOR plus
1.40%. The securities can be redeemed at par beginning on or after February
2011.
SIGNATURES
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.
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NBT
BANCORP INC.
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(Registrant)
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/s/
Michael J. Chewens
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Michael
J. Chewens
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Senior
Executive Vice President, Chief Financial Officer and Corporate
Secretary
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Date:
February 14, 2006
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