|
Filed
Pursuant to Rule 424(b)(2)
|
|
|
Registration
No. 333-158197
|
Prospectus
Supplement
March
26, 2009
(To the prospectus dated March
24,
2009)
1,576,230
Shares
NBT
BANCORP INC.
Common
Stock
We are
offering 1,576,230
shares of our common stock in this offering. We will receive all of the
net proceeds from the sale of such common stock.
Our
common stock is listed on the NASDAQ Global Select Market under the symbol
“NBTB.” The last reported sale price of our common stock on the NASDAQ
Global Select Market on March 26, 2009 was $22.13
per share.
Investing
in our common stock involves risks. See the “Risk Factors” discussed in our
reports filed with the Securities and Exchange Commission and incorporated by
reference in this prospectus supplement and the accompanying prospectus before
investing in our common stock.
|
Per
Share
|
Total
|
|||||||
|
Public
Offering Price
|
$ | 22.00 | $ | 34,677,060 | ||||
|
Underwriting
Discounts and Commissions
|
$ | 0.66 | $ | 1,040,312 | ||||
|
Proceeds,
before expenses, to NBT Bancorp Inc.
|
$ | 21.34 | $ | 33,636,748 | ||||
We have
granted the underwriter an option to purchase a maximum of 236,434
additional shares of our common stock to cover over-allotments of shares,
exercisable at any time until 30 days after the date of this prospectus
supplement.
Delivery
of the shares of common stock will be made on or about April 1,
2009.
These
securities are not deposits or obligations of a bank or savings association and
are not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency.
Neither
the Securities and Exchange Commission nor any state securities commission or
regulatory authority has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
KEEFE,
BRUYETTE & WOODS
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum
Offering
Price
per
Unit
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee(2)
|
|
Common
Stock, par value $0.01 per share
|
1,812,664
|
$22.00
|
$39,878,608
|
$2,226
|
|
(1)
|
Includes
shares of common stock subject to an overallotment option granted by the
registrant to the underwriter.
|
|
(2)
|
Calculated
in accordance with Rules 456(b) and 457(r) under the Securities Act of
1933, as amended.
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TABLE
OF CONTENTS
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Page
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Prospectus
Supplement
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S-ii
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S-ii
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S-1
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S-4
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S-6
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S-6
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S-7
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S-7
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Prospectus
|
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1
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1
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1
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2
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3
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3
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3
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4
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7
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7
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ABOUT THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which
describes our common stock and certain other matters relating to our company.
The second part is the accompanying prospectus, which gives more general
information, some of which may not apply to the offering. Generally, the term
“prospectus” refers to both parts combined.
You
should read this prospectus supplement along with the accompanying prospectus.
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus and any
free writing prospectus which we deliver to you. We have not, and the
underwriter has not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. You should not assume that the information provided
by this prospectus supplement or the accompanying prospectus is accurate as of
any date other than the date on the front of these documents. Our business,
financial condition, results of operations and prospects may have changed since
those dates.
If the
information varies between this prospectus supplement and the accompanying
prospectus, the information in this prospectus supplement supersedes the
information in the accompanying prospectus.
References
to “NBT Bancorp,” “we,” “us” and “our” in this prospectus supplement and the
accompanying prospectus are to NBT Bancorp Inc. and its consolidated
subsidiaries or, as the context may require, NBT Bancorp Inc. only.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the information included or incorporated by reference in them
includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements often include the
words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,”
“plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar
expressions or future conditional verbs such as “may,” “will,” “should,” “would”
and “could.” These forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that could cause the actual results to
differ materially from the statements, including:
|
|
·
|
changes
in general business, industry or economic conditions or
competition;
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|
·
|
changes
in any applicable law, rule, regulation, policy, guideline or practice
governing or affecting financial holding companies and their subsidiaries
or with respect to tax or accounting principals or
otherwise;
|
|
|
·
|
adverse
changes or conditions in capital and financial
markets;
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|
·
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changes
in interest rates;
|
|
|
·
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higher
than expected costs or other difficulties related to integration of
combined or merged businesses;
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|
|
·
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the
inability to realize expected cost savings or achieve other anticipated
benefits in connection with business combinations and other
acquisitions;
|
|
|
·
|
changes
in the quality or composition of our loan and investment
portfolios;
|
|
|
·
|
increased
competition;
|
|
|
·
|
deposit
attrition;
|
|
|
·
|
changes
in the cost of funds, demand for loan products or demand for financial
services; and
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|
|
·
|
other
economic, competitive, governmental or technological factors affecting our
operations, markets, products, services and
prices.
|
Some of
these and other factors are discussed in our annual and quarterly reports filed
with the SEC. Such developments could have an adverse impact on our financial
position and our results of operations.
The
forward-looking statements are based upon management’s beliefs and assumptions and
are made as of the date of this prospectus. We undertake no obligation to
publicly update or revise any forward-looking statements included or
incorporated by reference in this prospectus or to update the reasons why actual
results could differ from those contained in such statements, whether as
a result of new information, future events or otherwise, except to the extent
required by federal securities laws. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this prospectus or in the
incorporated documents might not occur, and you should not put undue reliance on
any forward-looking statements.
PROSPECTUS SUPPLEMENT SUMMARY
This
summary highlights selected information from this prospectus supplement and the
accompanying prospectus. It does not contain all of the information that may be
important to you. We encourage you to carefully read this entire prospectus
supplement and the accompanying prospectus, especially the “Risk Factors”
sections in our Annual Report on Form 10-K for the year ended December 31, 2008,
as well as the other documents incorporated by reference into this prospectus
supplement, before making an investment decision. The information presented in
this prospectus supplement assumes that the underwriter does not exercise its
overallotment option, unless otherwise indicated.
NBT
Bancorp Inc.
NBT
Bancorp Inc. is a registered financial holding company incorporated in the State
of Delaware in 1986, with its principal headquarters located in Norwich, New
York. On a consolidated basis, at December 31, 2008 we had assets of $5.3
billion and stockholders’ equity of $431.8 million. NBT Bancorp is the parent
holding company of NBT Bank, N.A. (the “Bank”), NBT Financial Services, Inc.
(“NBT Financial”), NBT Holdings, Inc. (“NBT Holdings”), CNBF Capital Trust I,
NBT Statutory Trust I and NBT Statutory Trust II (the “Trusts”). Through the
Bank and NBT Financial, we are focused on community banking operations. Through
NBT Holdings, we operate Mang Insurance Agency, LLC, a full-service insurance
agency. The Trusts were organized to raise additional regulatory capital and to
provide funding for certain acquisitions. Our primary business consists of
providing commercial banking and financial services to our customers in our
market area. Our principal assets are all of the outstanding shares of common
stock of our direct subsidiaries, and our principal sources of revenue are the
management fees and dividends we receive from the Bank, NBT Financial and NBT
Holdings.
The Bank
is a full service commercial bank formed in 1856, which provides a broad range
of financial products to individuals, corporations and municipalities throughout
the central and upstate New York and northeastern Pennsylvania market areas. The
Bank conducts business through two geographic operating divisions, NBT Bank and
Pennstar Bank.
At year
end 2008, the NBT Bank division had 84 divisional offices and 114 automated
teller machines (ATMs), located primarily in central and upstate New York. At
December 31, 2008, the NBT Bank division had total loans and leases of $2.9
billion and total deposits of $3.1 billion.
At year
end 2008, the Pennstar Bank division had 38 divisional offices and 57 ATMs,
located primarily in northeastern Pennsylvania. At December 31, 2008, the
Pennstar Bank division had total loans and leases of $761.0 million and total
deposits of $827.2 million.
Our
common stock is listed on the NASDAQ Global Select Market under the symbol
“NBTB.” Our principal executive offices are located at 52 South Broad Street,
Norwich, New York 13815. Our telephone number is (607) 337-2265. Our website is
http://www.nbtbancorp.com. References to our website and those of our
subsidiaries are not intended to be active links and the information on such
websites is not, and you must not consider the information to be, a part of this
prospectus supplement.
Recent
Developments
Standard
& Poor’s Index Services (“S&P”) announced on March 18, 2009 that,
effective as of the close of trading on March 26, 2009, it will include our
common stock in the S&P SmallCap 600, which is comprised of 600 common
stocks that S&P selects. Index funds whose portfolios are primarily based on
stocks included in the S&P SmallCap 600 may be required to purchase shares
of our common stock as a result of the inclusion of our common stock in the
index.
The
Offering
The
following is a brief summary of certain terms of this offering. For a more
complete description of our common stock, see “Description of Capital Stock” in
the accompanying prospectus.
|
Issuer
|
NBT
Bancorp Inc.
|
Common
stock offered
|
to
the public
|
1,576,230 shares
|
Common
stock to be
outstanding
after this
|
offering
|
34,226,351 shares
(1)
|
|
Use
of proceeds
|
Our
net proceeds from this offering will be approximately $33.4 million,
or approximately $38.4 million if the underwriter exercises its
over-allotment option in full, after deducting underwriting discounts and
commissions and other estimated expenses of this offering. We intend to
use all of the net proceeds of the offering for general corporate
purposes. For a more complete description, see “Use of
Proceeds.”
|
|
NASDAQ
symbol
|
NBTB
|
|
Settlement
Date
|
Delivery
of shares of our common stock will be made against payment therefor on or
about April 1, 2009,
which will be the fourth business day after pricing of our common
stock.
|
|
Risk
Factors
|
For
other information you should consider before buying shares of our common
stock, see the “Risk
Factors” sections in our Annual Report on Form 10-K for the year ended
December 31, 2008, as well as the other documents incorporated by
reference into this prospectus
supplement.
|
|
(1)
|
The
number of shares of our common stock to be outstanding after this offering
is based on 32,650,121 shares outstanding as of March 26, 2009 and
assumes no exercise of the underwriter’s over-allotment option. If the
underwriter’s over-allotment option is exercised in full, the number of
shares of our common stock outstanding upon completion of this offering
will be 34,462,785.
|
Summary
Consolidated Financial Information
The
following table sets forth summary historical consolidated financial information
as of and for each of the three years ended December 31, 2008, 2007 and 2006.
This information was derived from our audited consolidated financial statements.
The financial information below should be read together with, and is qualified
in its entirety by reference to, our historical consolidated financial
statements and the accompanying notes and the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” which are set forth
in such Annual Report on Form 10−K.
|
At
or for the Year Ended December 31,
|
||||||||||||
|
2008
|
2007
|
2006
|
||||||||||
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(Dollars
in thousands, except per share data)
|
||||||||||||
|
Statement
of Income:
|
||||||||||||
|
Interest,
fee, and dividend income
|
$ | 294,414 | $ | 306,117 | $ | 288,842 | ||||||
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Total
interest expense
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108,368 | 141,090 | 125,009 | |||||||||
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Net
interest income
|
186,046 | 165,027 | 163,833 | |||||||||
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Provision
for loan and lease losses
|
27,181 | 30,094 | 9,395 | |||||||||
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Noninterest
income
|
71,706 | 59,699 | 48,629 | |||||||||
|
Noninterest
expense
|
146,813 | 122,517 | 122,966 | |||||||||
|
Income
before income tax expense
|
83,758 | 72,115 | 80,101 | |||||||||
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Income
tax expense
|
25,405 | 21,787 | 24,154 | |||||||||
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Net
income
|
$ | 58,353 | $ | 50,328 | $ | 55,947 | ||||||
|
Earnings
per share
|
||||||||||||
|
Basic
|
$ | 1.81 | $ | 1.52 | $ | 1.65 | ||||||
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Diluted
|
$ | 1.80 | $ | 1.51 | $ | 1.64 | ||||||
|
Balance
Sheet Data
|
||||||||||||
|
Total
assets
|
$ | 5,336,088 | $ | 5,201,776 | $ | 5,087,572 | ||||||
|
Net
loans and leases
|
3,593,347 | 3,401,668 | 3,362,067 | |||||||||
|
Goodwill
and other intangible assets, net
|
138,205 | 113,571 | 115,340 | |||||||||
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Deposits
|
3,923,258 | 3,872,093 | 3,796,238 | |||||||||
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Short-term
borrowings, long-term debt, trust preferred debentures and other
liabilities
|
980,985 | 932,383 | 887,517 | |||||||||
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Stockholders'
equity
|
431,845 | 397,300 | 403,817 | |||||||||
UNDERWRITING
We are
offering the shares of our common stock described in this prospectus through
Keefe, Bruyette & Woods, Inc., the underwriter. We have entered into an
underwriting agreement with Keefe, Bruyette & Woods, Inc., dated March 26,
2009. Subject to the terms and conditions of the underwriting agreement, Keefe,
Bruyette & Woods, Inc. has agreed to purchase the 1,576,230 shares of common stock,
$0.01 par value per share.
Our
common stock is offered subject to a number of conditions, including receipt and
acceptance of the common stock by the underwriter.
In
connection with this offering, the underwriter or securities dealers may
distribute prospectuses electronically.
Overallotment
Option
We have
granted to the underwriter an option, exercisable for 30 days from the date of
this prospectus supplement, to purchase up to 236,434
additional shares of common stock at the public offering price less the
underwriting discount. The underwriter may exercise the option solely for the
purpose of covering overallotments, if any, in connection with this
offering.
No
Sales of Similar Securities
We and
our executive officers and directors have entered into lock-up agreements with
the underwriter. Under these agreements, we and each of these persons may not,
without the prior written approval of Keefe Bruyette & Woods, Inc.,
subject to limited exceptions, offer, sell, contract to sell or otherwise
dispose of or hedge our common stock or securities convertible into or
exercisable or exchangeable for our common stock. These restrictions will be in
effect for a period of ninety (90) days after the date of this prospectus.
At any time and without public notice, the underwriter may, in its sole
discretion, release all or some of the securities from these lock-up
agreements.
NASDAQ
Global Select Market Listing
Our
common stock is listed on the NASDAQ Global Select Market under the symbol
“NBTB.”
Commissions
and Discounts
Shares of
common stock sold by the underwriter to the public will initially be offered at
the offering price set forth on the cover of this prospectus. Any shares of
common stock sold by the underwriter to securities dealers may be sold at a
discount of up to $0.66 per share from the public offering price. Any of these
securities dealers may resell any shares of common stock purchased from the
underwriter to other brokers or dealers at a discount of up to $0.10 per share
from the public offering price. If all of the shares of common stock are not
sold at the public offering price, the underwriter may change the offering price
and the other selling terms. Sales of shares of common stock made outside of the
United States may be made by affiliates of the underwriter.
The
following table shows the underwriting discounts that we are to pay to the
underwriter in connection with this offering. These amounts are shown assuming
both no exercise and full exercise of the underwriter’s overallotment
option.
|
Per
Share
|
Total
|
|||||||||||||||
|
Without
Option
|
With
Option
|
Without
Option
|
With
Option
|
|||||||||||||
|
Underwriting
discounts paid by us
|
$ | 0.66 | $ | 0.66 | $ | 1,040,312 | $ | 1,196,358 | ||||||||
We
estimate that the total expenses of this offering, other than underwriting
discounts, will be approximately $250,000.
Price
Stabilization, Short Positions and Penalty Bids
In
connection with this offering, the underwriter may engage in activities that
stabilize, maintain or otherwise affect the price of our common stock, such as
bids or purchases to peg, fix or maintain that price.
Stabilizing
transactions consist of bids or purchases made for the purpose of preventing or
retarding a decline in the market price of our common stock while this offering
is in progress. These transactions may include short sales, purchases on the
open market to cover positions created by short sales and stabilizing
transactions. Short sales involve the sale by the underwriter of a greater
number of shares than they are required to purchase in the offering. “Covered”
short sales are sales made in an amount not greater than the underwriter’s
option to purchase additional shares in the offering. The underwriter may close
out any covered short position by either exercising its overallotment option or
purchasing shares in the open market. In determining the source of shares to
close out the covered short position, the underwriter will consider, among other
things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
overallotment option. “Naked” short sales are sales in excess of the
overallotment option. The underwriter must close out any naked short position by
purchasing shares in the open market. A naked short position is more likely to
be created if the underwriter is concerned that there may be downward pressure
on the price of our common stock in the open market after pricing that could
adversely affect investors who purchase in the offering.
Similar
to other purchase transactions, the underwriter’s purchases to cover the short
sales may have the effect of raising or maintaining the market price of our
common stock or preventing or retarding a decline in the market price of our
common stock. As a result, the price of our common stock may be higher than the
price that might otherwise exist in the open market.
Neither
we nor the underwriter make any representation or prediction as to the direction
or magnitude of any effect that the transactions described above may have on the
price of our common stock. In addition, neither we nor the underwriter make any
representation that the underwriter will engage in these transactions or that
these transactions, once commenced, will not be discontinued without
notice.
Affiliation
The
underwriter has performed investment banking and advisory services for us from
time to time for which they have received customary fees and expenses. The
underwriter may, from time to time, engage in transactions with and perform
services for us in the ordinary course of its business.
Indemnification
and Contribution
We have
agreed to indemnify the underwriter and its affiliates and controlling persons
against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments the underwriter may be required to make because of any
of those liabilities.
USE
OF PROCEEDS
We will
use the net proceeds from the sale of any securities offered by us for general
corporate purposes, which may include repayment of indebtedness or
acquisitions.
PRICE
RANGE OF OUR COMMON STOCK
Our
common stock is listed on the NASDAQ Global Select Market under the symbol
“NBTB.” As of March 26, 2009, the last reported sale price of our common stock
on the NASDAQ Global Select Market was $22.13. As of February 15, 2009, there
were approximately 6,887 stockholders of record.
The
following table presents the high and low closing sales price per share of our
common stock during certain periods, as reported on the NASDAQ Global Select
Market. Cash dividends paid per share of our common stock are also
shown.
|
High
|
Low
|
Dividend
|
||||||||||
|
2009
|
||||||||||||
|
First
Quarter (through March 26, 2009)
|
$ | 27.94 | $ | 15.67 | $ | 0.20 | ||||||
|
2008
|
||||||||||||
|
First
Quarter
|
$ | 23.65 | $ | 17.95 | $ | 0.20 | ||||||
|
Second
Quarter
|
25.00 | 20.33 | 0.20 | |||||||||
|
Third
Quarter
|
36.47 | 19.05 | 0.20 | |||||||||
|
Fourth
Quarter
|
30.83 | 21.71 | 0.20 | |||||||||
|
2007
|
||||||||||||
|
First
Quarter
|
$ | 25.81 | $ | 21.73 | $ | 0.20 | ||||||
|
Second
Quarter
|
23.45 | 21.80 | 0.20 | |||||||||
|
Third
Quarter
|
23.80 | 17.10 | 0.20 | |||||||||
|
Fourth
Quarter
|
25.00 | 20.58 | 0.20 | |||||||||
LEGAL
MATTERS
The
validity of the common stock to be sold in this offering will be passed upon for
us by Hogan & Hartson LLP, and for the underwriter by Goodwin Proctor
LLP.
EXPERTS
The
consolidated financial statements of NBT Bancorp as of December 31, 2008 and
2007, and for each of the years in the three-year period ended December 31,
2008, and management’s assessment of the effectiveness of internal control over
financial reporting as of December 31, 2008 have been incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
LLP, an independent registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
PROSPECTUS
NBT
BANCORP INC.
Common
Stock
We may
offer shares of our common stock from time to time. In addition, this prospectus
may be used to offer common stock for the account of other persons.
This
prospectus summarizes the general terms of the shares of common stock that we
may offer. The specific terms of any common stock offered will be described in
one or more supplements to this prospectus, one or more post-effective
amendments to the registration statement of which this prospectus is a part or
in documents incorporated by reference into this prospectus. You
should read both this prospectus and the applicable prospectus supplement before
you invest in our common stock.
We or any
selling securityholders may offer and sell our common stock to or through one or
more underwriters, dealers and agents, or directly to purchasers, on a
continuous or delayed basis.
Our
common stock is listed on the NASDAQ Global Select Market under the symbol
“NBTB.”
Investing
in our common stock involves risks. See “Risk Factors” on page 3 and,
if applicable, any risk factors described in any accompanying prospectus
supplement and in our Securities and Exchange Commission filings that are
incorporated by reference into this prospectus.
These
securities are not deposits or obligations of a bank or savings association and
are not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency.
Neither
the Securities and Exchange Commission nor any state securities commission or
regulatory authority has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The date
of this prospectus is March 24, 2009.
TABLE
OF CONTENTS
|
About
This Prospectus
|
1
|
|
Where
You Can Find More Information
|
1
|
|
Incorporation
of Certain Documents by Reference
|
1
|
|
Special
Note Regarding Forward-Looking Statements
|
2
|
|
Risk
Factors
|
3
|
|
About
NBT Bancorp Inc.
|
3
|
|
Use
of Proceeds
|
3
|
|
Description
of Common Stock
|
4
|
|
Legal
Matters
|
7
|
|
Experts
|
7
|
You
should rely only on the information provided in this prospectus and in any
prospectus supplement, including the information incorporated by reference. We
have not authorized anyone to provide you with different or additional
information. If anyone provides you with different or additional information,
you should not rely on it. We are not making an offer to sell our common stock
in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information in this prospectus, or any supplement to this
prospectus, is accurate at any date other than the date indicated on the cover
page of these documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
ABOUT
THIS PROSPECTUS
This prospectus is part of an automatic
shelf registration statement that we filed with the Securities and Exchange
Commission (the “SEC”) in accordance with General Instruction I.D. of Form S-3,
using a “shelf” registration process for the delayed offering and sale of
securities pursuant to Rule 415 under the Securities Act of 1933, as amended.
Under the shelf process, we may, from time to time, sell the offered common
stock described in this prospectus in one or more offerings. This prospectus
provides you with a general description of the common stock we may offer. Each
time we sell our common stock, we will provide a prospectus supplement
containing specific information about the terms of the common stock being
offered and the specific manner in which they will be offered. The prospectus
supplement may also add, update or change information contained in this
prospectus.
This prospectus and any accompanying
prospectus supplement do not contain all of the information included in the
registration statement. We have omitted parts of the registration statement in
accordance with the rules and regulations of the SEC. For further information,
we refer you to the registration statement on Form S-3 of which this prospectus
is a part, including its exhibits. Statements contained in this prospectus and
any accompanying prospectus supplement about the provisions or contents of any
agreement or other document are not necessarily complete. If the SEC’s rules and
regulations require that an agreement or document be filed as an exhibit to the
registration statement, please see that agreement or document for a complete
description of these matters.
You should read this prospectus
together with any additional information you may need to make your investment
decision. You should also read and carefully consider the information in the
documents we have referred you to in “Where You Can Find More Information”
below. Information incorporated by reference after the date of this prospectus
may add, update or change information contained in this prospectus. Any
information in such subsequent filings that is inconsistent with this prospectus
will supersede the information in this prospectus or any earlier prospectus
supplement.
All
references in this prospectus to “NBT Bancorp,” “we,” “us,” “our” or similar
references mean NBT Bancorp Inc. and its successors, and include our
consolidated subsidiaries where the context so requires.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the information requirements of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
materials we file with the SEC at the Public Reference Room of the SEC at Room
1580, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, we file many of our documents electronically with the SEC, and you
may access those documents over the Internet. The SEC maintains a website that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The address of the
SEC’s web site is http://www.sec.gov. Documents we have filed with the SEC are
also available on our website at http://www.nbtbancorp.com. Except as expressly
stated herein, information contained on our web site does not constitute a part
of this prospectus supplement and is not incorporated by reference
herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC
allows us to “incorporate by reference” information into this prospectus. This
means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by
reference is considered to be a part of this prospectus, except for any
information that is superseded by other information that is included in or
incorporated by reference into this document.
This
prospectus incorporates by reference the documents listed below that we have
previously filed with the SEC. These documents contain important information
about us:
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our
Annual Report on Form 10-K for the year ended December 31, 2008,
as filed with the SEC on March 2,
2009;
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our
Current Report on Form 8-K, as filed with the SEC on March 24, 2009;
and
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the
description of our common stock contained in our Registration Statement on
Form 8-A, including any amendments or reports filed for the purposes of
updating such description.
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We incorporate by reference any
additional documents that we may file with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act (other than those furnished pursuant to
Item 2.02 or Item 7.01 of Form 8-K or other information
“furnished” to the SEC), from the date of the registration statement of which
this prospectus is part until the termination of the offering of the securities.
These documents may include annual, quarterly and current reports, as well as
proxy statements. Any material that we later file with the SEC will
automatically update and replace the information previously filed with the SEC.
These documents are available to you without charge. See “Where You Can Find
More Information.”
You may
obtain copies of these documents, other than exhibits, free of charge by
contacting NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815,
Attention: Corporate Secretary or by telephone at (607) 337-2265.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information
included or incorporated by reference in them includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements often include the words “believes,” “expects,”
“anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,”
“potentially,” “probably,” “projects,” “outlook” or similar expressions or
future conditional verbs such as “may,” “will,” “should,” “would” and “could.”
These forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that could cause the actual results to differ
materially from the statements, including:
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changes
in general business, industry or economic conditions or
competition;
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changes
in any applicable law, rule, regulation, policy, guideline or practice
governing or affecting financial holding companies and their subsidiaries
or with respect to tax or accounting principals or
otherwise;
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adverse
changes or conditions in capital and financial
markets;
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changes
in interest rates;
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higher
than expected costs or other difficulties related to integration of
combined or merged businesses;
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the
inability to realize expected cost savings or achieve other anticipated
benefits in connection with business combinations and other
acquisitions;
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changes
in the quality or composition of our loan and investment
portfolios;
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increased
competition;
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deposit
attrition;
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changes
in the cost of funds, demand for loan products or demand for financial
services; and
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other
economic, competitive, governmental or technological factors affecting our
operations, markets, products, services and
prices.
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Some of
these and other factors are discussed in our annual and quarterly reports filed
with the SEC. Such developments could have an adverse impact on our financial
position and our results of operations.
The forward-looking statements are
based upon management’s beliefs and assumptions and are made as of the date of
this prospectus. We undertake no obligation to publicly update or revise any
forward-looking statements included or incorporated by reference in this
prospectus or to update the reasons why actual results could differ from those
contained in such statements, whether as a result of new information, future
events or otherwise, except to the extent required by federal securities laws.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus or in the incorporated documents might not
occur, and you should not put undue reliance on any forward-looking
statements.
RISK
FACTORS
Investing in our common stock involves
risks. We urge you to carefully consider the risk factors described in our SEC
filings that are incorporated by reference in this prospectus and, if
applicable, in any accompanying prospectus supplement used in connection with an
offering of our common stock before making an investment decision. Additional
risks may be included in the applicable prospectus supplement or free writing
prospectus which we have authorized, or which may be incorporated by reference
into this prospectus or such prospectus supplement. These risks could adversely
affect our business, financial condition, results of operations or prospects and
could cause the price of our common stock to decline.
ABOUT
NBT BANCORP INC.
NBT
Bancorp Inc. is a registered financial holding company incorporated in the State
of Delaware in 1986, with its principal headquarters located in Norwich, New
York. On a consolidated basis, at December 31, 2008 we had assets of $5.3
billion and stockholders’ equity of $431.8 million. NBT Bancorp is the parent
holding company of NBT Bank, N.A. (the “Bank”), NBT Financial Services, Inc.
(“NBT Financial”), NBT Holdings, Inc. (“NBT Holdings”), CNBF Capital Trust I,
NBT Statutory Trust I and NBT Statutory Trust II (the “Trusts”). Through the
Bank and NBT Financial, we are focused on community banking operations. Through
NBT Holdings, we operate Mang Insurance Agency, LLC, a full-service insurance
agency. The Trusts were organized to raise additional regulatory capital and to
provide funding for certain acquisitions. Our primary business consists of
providing commercial banking and financial services to our customers in our
market area. Our principal assets are all of the outstanding shares of common
stock of our direct subsidiaries, and our principal sources of revenue are the
management fees and dividends we receive from the Bank, NBT Financial and NBT
Holdings.
The Bank is a full service commercial
bank formed in 1856, which provides a broad range of financial products to
individuals, corporations and municipalities throughout the central and upstate
New York and northeastern Pennsylvania market areas. The Bank conducts business
through two geographic operating divisions, NBT Bank and Pennstar
Bank.
At year end 2008, the NBT Bank division
had 84 divisional offices and 114 automated teller machines (ATMs), located
primarily in central and upstate New York. At December 31, 2008, the NBT Bank
division had total loans and leases of $2.9 billion and total deposits of $3.1
billion.
At year end 2008, the Pennstar Bank
division had 38 divisional offices and 57 ATMs, located primarily in
northeastern Pennsylvania. At December 31, 2008, the Pennstar Bank division had
total loans and leases of $761.0 million and total deposits of $827.2
million.
Our common stock is listed on the
NASDAQ Global Select Market under the symbol “NBTB.” Our principal executive
offices are located at 52 South Broad Street, Norwich, New York 13815. Our
telephone number is (607) 337-2265. Our website is
http://www.nbtbancorp.com. References to our website and those of our
subsidiaries are not intended to be active links and the information on such
websites is not, and you must not consider the information to be, a part of this
prospectus supplement.
USE
OF PROCEEDS
Unless we specify another use in the
applicable prospectus supplement, we will use the net proceeds from the sale of
any securities offered by us for general corporate purposes, which may include
repayment of indebtedness or acquisitions. We will not receive proceeds from
sales of securities by selling securityholders except as may otherwise be stated
in an applicable prospectus supplement.
DESCRIPTION
OF COMMON STOCK
The following description is a general
summary of the terms of our common stock. The description below does not purport
to be complete and is subject to and qualified in its entirety by reference to
our Restated Certificate of Incorporation and Bylaws, as amended, referred to
herein as our “certificate of incorporation” and “bylaws,” respectively. The
description herein does not contain all of the information that you may find
useful or that may be important to you. You should refer to the provisions
of our certificate of incorporation and bylaws because they, and not the
summaries, define the rights of holders of shares of our common stock. You can
obtain copies of our certificate of incorporation and bylaws by following the
directions under the heading “Where You Can Find More Information.”
General
Our certificate of incorporation
provides the authority to issue 50,000,000 shares of common stock, par value
$0.01 per share. At February 15, 2009, there were 32,648,164 shares of common
stock issued and we had outstanding stock options granted to directors, officers
and other employees for 1,896,549 shares of our common stock.
Each share of our common stock has
the same relative rights and is identical in all respects to each other share of
our common stock. Our common stock is non-withdrawable capital, is not of an
insurable type and is not insured by the Federal Deposit Insurance Corporation
or any other governmental entity.
Voting
Rights
Holders of our common stock are
entitled to one vote per share on each matter properly submitted to stockholders
for their vote, including the election of directors. Holders of our common stock
do not have the right to cumulate their votes for the election of directors,
which means that the holders of more than 50% of the shares of common stock
voting for the election of directors can elect 100% of the directors standing
for election at any meeting if they choose to do so. In that event, the holders
of the remaining shares voting for the election of directors will not be able to
elect any person or persons to our board of directors at that
meeting.
Liquidation
Rights
The holders of our common stock and
the holders of any class or series of stock entitled to participate with the
holders of our common stock as to the distribution of assets in the event of any
liquidation, dissolution or winding-up of NBT Bancorp, whether voluntary or
involuntary, will become entitled to participate equally in the distribution of
any of our assets remaining after we have paid, or provided for the payment of,
all of our debts and liabilities and after we have paid, or set aside for
payment, to the holders of any class of stock having preference over the common
stock in the event of liquidation, dissolution or winding-up, the full
preferential amounts, if any, to which they are entitled.
Dividends
The holders of our common stock and
any class or series of stock entitled to participate with the holders of our
common stock are entitled to receive dividends declared by our board of
directors out of any assets legally available for distribution. The board of
directors may not declare, and we may not pay, dividends or other distributions,
unless we have paid or the board has declared or set aside all accumulated
dividends and any sinking fund, retirement fund or other retirement payments on
any class of stock having preference as to payments of dividends over our common
stock. As a holding company, our ability to pay distributions is affected by the
ability of our subsidiaries to pay dividends. The ability of our bank
subsidiary, and our ability, to pay dividends in the future is, and could in the
future be further, influenced by bank regulatory requirements and capital
guidelines.
Miscellaneous
The holders of our common stock have
no preemptive or conversion rights for any shares that may be issued. Our common
stock is not subject to additional calls or assessments, and all shares of our
common stock currently outstanding are fully paid and nonassessable. All shares
of common stock offered pursuant to a prospectus supplement, or issuable upon
conversion, exchange or exercise of any preferred stock or other convertible
securities, will, when issued, be fully paid and non-assessable, which means
that the full purchase price of the shares will have been paid and the holders
of the shares will not be assessed any additional monies for the
shares.
Delaware
Law and Certain Certificate of Incorporation and Bylaw Provisions
We are subject to the provision of
Section 203 of the Delaware General Corporation Law. Section 203 restricts
transaction which may be entered into by a corporation and some of its
stockholders. Section 203 provides, in essence, that a stockholder acquiring
more than 15% of the outstanding voting stock of a corporation subject to the
statute and that person’s affiliates and associates, referred to in this section
as an interested stockholder, but less than 85% of its shares may not engage in
specified business combinations with the corporation for a period of three years
after the date on which the stockholder became an interested stockholder unless
before that date the corporation’s board of directors approved either the
business combination or the transaction in which the stockholder became an
interested stockholder or at or after that time the business combination is
approved by the corporation’s board of directors and authorized at an annual or
special meeting of stockholders by an affirmative vote of at least 66 2/3% of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Section 203 defines the term business combination to include a wide
variety of transactions with or caused by an interested stockholder, including
mergers, consolidations, specified types of asset sales, specified issuances of
additional shares to the interested stockholder, transactions with the
corporation which increase the proportionate interest of the interested
stockholder or transaction in which the interested stockholder receives
specified other benefits.
Our certificate of incorporation and
bylaws provide that:
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the
board of directors be divided into three classes, each class as nearly as
equal as possible, with each serving staggered, three-year
terms;
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directors
may be removed only for cause and only by the affirmative vote of at least
a majority in voting power of the stockholders entitled to vote and to be
present at the meeting called for such purpose;
and
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a
vacancy on the board of directors may be filled by stockholders at a
stockholder’s meeting. In addition, directors may fill vacancies by a
majority vote of the directors then in office. The director chosen by the
current directors to fill the vacancy will hold office until the next
election of directors, at which time the stockholders shall fill the
vacancy for the remainder of the unexpired term. Directors may also fill
newly created directorships other than an increase by more than three in
the number of directors.
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The classification of our board of
directors and the limitations on removal of directors and filling of vacancies
could have the effect of making it more difficult for a third party to acquire,
or of discouraging a third party from, acquiring us.
Our bylaws also provide
that:
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any
action required or permitted to be taken by the shareholders at an annual
meeting or special meeting of stockholders may only be taken if it is
properly brought before such meeting;
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special
meetings of the stockholders may be called by our board of directors or
the chairman of the board of directors, or if there is none, by the
President, or by the holders of at least 50% of all shares entitled to
vote at the meeting.
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Our bylaws provide that, in order for
any stockholder business (other than stockholder nominations of directors) to be
considered “properly brought” before a meeting, a stockholder must comply with
requirements regarding advance notice to us. For business to be properly brought
before a meeting by a stockholder, it must be a proper matter for stockholder
action under the Delaware General Corporation Law, the stockholder must have
given timely notice thereof in writing to our President, and the notice must
comply with the procedures set forth in our bylaws. Except for stockholder
proposals submitted in accordance with the federal proxy rules as to which the
requirements specified therein shall control, a stockholder’s notice, to be
timely, must be delivered to or mailed and received at our principal executive
offices at least 60 days but no more than 90 days prior to the anniversary date
of the immediately preceding annual meeting of stockholder; provided, however,
that in the event the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on the 90th
day prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made by
us.
Our bylaws also provide that subject to
the rights of holders of any class or series of capital stock then outstanding,
nominations for the election or re-election of directors at a meeting of the
stockholders may be made by any stockholder entitled to vote in the election of
directors generally who complies with the procedures set forth in our bylaws and
who is a stockholder of record at the time notice is delivered to our President.
Any stockholder entitled to vote in the election of directors generally may
nominate one or more persons for election or re-election as directors at a
meeting called for such purpose only if timely notice of such stockholder’s
intent to make such nomination or nominations has been given in writing to our
President. To be timely, a stockholder’s notice must be delivered to or received
by our President within ten days following the day on which public disclosure of
the date of any stockholders’ meeting called for the election of directors is
given.
The purpose of requiring stockholders
to give us advance notice of nominations and other stockholder business is to
afford our board of directors a meaningful opportunity to consider the
qualifications of the proposed nominees and the advisability of the other
proposed business and, to the extent deemed necessary or desirable by our board
of directors, to inform stockholders and make recommendations about such
qualifications or business, as well as to provide a more orderly procedure for
conducting meetings of stockholders. Although our bylaws do not give our board
of directors any power to disapprove stockholder nominations for the election of
directors or proposals for action, they may have the effect of precluding a
contest for the election of directors or the consideration of stockholder
proposals if proper procedures are not followed and of discouraging or deterring
a third party from conducting a solicitation of proxies to elect its own slate
of directors or to approve its own proposal without regard to whether
consideration of such nominees or proposals might be harmful or beneficial to us
and our stockholders. These provisions could also delay stockholder actions
which are favored by the holders of a majority of our outstanding voting
securities until the next stockholders’ meeting.
Our bylaws provide that a majority of
our board of directors, or stockholders holding a majority of the outstanding
shares entitled to vote, may make, amend or repeal the bylaws. Our bylaws permit
the stockholders to adopt, approve or designate bylaws that may not be amended,
altered or repealed except by a specified percentage in interest of all
stockholders or of a particular class of stockholders. Amendments to our
certificate of incorporation generally require the approval of the board of
directors and the approval of holders of a majority of the outstanding stock
entitled to vote upon the amendment. Any amendment to those provisions of the
certificate of incorporation that relate to business combinations involving NBT
Bancorp or a subsidiary and a major stockholder or affiliate require the
affirmative vote of at least 80% of the outstanding shares of voting stock, and
if there is a major stockholder, such 80% vote must include the affirmative vote
of at least 80% of the outstanding shares of voting stock held by stockholders
other than the major stockholder and its affiliates.
Stockholder
Rights Plan
In October 2004, we adopted a
stockholder rights plan designed to ensure that any potential acquirer of NBT
Bancorp would negotiate with our board and that all of our stockholders would be
treated equitably in the event of a takeover attempt. At that time, we paid a
dividend of one Preferred Share Purchase Right for each outstanding share of our
common stock. Similar rights are attached to each share of our common stock
issued after November 15, 2004. Under the rights plan, the rights will not be
exercisable until a person or group acquires beneficial ownership of 15% or more
of our outstanding common stock, or begins a tender or exchange offer for 15% or
more of our common stock. Additionally, until the occurrence of such event, the
rights are not severable from our common stock and therefore, the rights will
transfer upon the transfer of shares of our common stock. Upon the occurrence of
such events, each right entitles the holder to purchase one one-thousandth of a
share of our preferred stock at a price of $70. The rights plan also provides
that upon the occurrence of certain specified events the holders of the rights
will be entitled to acquire additional equity interests in NBT Bancorp or in the
acquiring entity, such interests having a market value of two times the right’s
exercise price of $70. The rights expire October 24, 2014, and are redeemable in
whole, but not in part, at our option prior to the time they become exercisable,
for a price of $0.001 per right. The rights have certain anti-takeover effects.
The rights may cause substantial dilution to a person or group that attempts to
acquire NBT Bancorp on terms not approved by our board. The rights should not
interfere with any merger or other business combination approved by our
board.
NASDAQ
Listing
Our
common stock is listed on the NASDAQ Global Select Market under the symbol
“NBTB.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is NBT Bank, N.A.
LEGAL
MATTERS
In connection with particular offerings
of the common stock in the future, and if stated in the applicable prospectus
supplement, the validity of the common stock may be passed upon for us by
Hogan & Hartson LLP, and for the underwriters or agents by counsel
named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements
of NBT Bancorp as of December 31, 2008 and 2007, and for each of the years in
the three-year period ended December 31, 2008, and management’s assessment of
the effectiveness of internal control over financial reporting as of December
31, 2008 have been incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG LLP, an independent registered
public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
1,576,230 Shares
NBT
BANCORP INC.
Common
Stock
Prospectus
Supplement
KEEFE,
BRUYETTE & WOODS
March
26, 2009