0001193125-13-091434.txt : 20130305 0001193125-13-091434.hdr.sgml : 20130305 20130305142425 ACCESSION NUMBER: 0001193125-13-091434 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130305 DATE AS OF CHANGE: 20130305 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NBT BANCORP INC CENTRAL INDEX KEY: 0000790359 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161268674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14703 FILM NUMBER: 13665174 BUSINESS ADDRESS: STREET 1: 52 S BROAD ST CITY: NORWICH STATE: NY ZIP: 13815 BUSINESS PHONE: 6073372265 MAIL ADDRESS: STREET 1: 52 S. BROAD STREET CITY: NORWICH STATE: NY ZIP: 13815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NBT BANCORP INC CENTRAL INDEX KEY: 0000790359 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161268674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 52 S BROAD ST CITY: NORWICH STATE: NY ZIP: 13815 BUSINESS PHONE: 6073372265 MAIL ADDRESS: STREET 1: 52 S. BROAD STREET CITY: NORWICH STATE: NY ZIP: 13815 425 1 d498325d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

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): March 5, 2013

 

 

NBT BANCORP INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-14703   16-1268674

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

52 South Broad Street, Norwich, New York   13815
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (607) 337-2265

 

(Former name or former address, if changed since last report)

 

 

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:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Item 8.01 Other Events.

On March 5, 2013, NBT Bancorp Inc. (“NBT”) held a special meeting of stockholders to consider and vote on (i) a proposal to adopt and approve the Agreement and Plan of Merger (the “Merger Agreement”) by and between NBT and Alliance Financial Corporation (“Alliance”), dated as of October 7, 2012, pursuant to which Alliance will merge with and into NBT with NBT surviving, and (ii) a proposal to approve one or more adjournments of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to adopt and approve the Merger Agreement.

Proposal 1 – Approval of the Merger Agreement

NBT’s stockholders approved the Merger Agreement, based on the following results as certified by the inspector of election.

 

For:

      22,746,204   

Against:

      1,034,675   

Abstain:

      146,786   

Proposal 2 – Adjournment of the Special Meeting

NBT’s stockholders approved the adjournment of the special meeting, if necessary, based on the following results as certified by the inspector of election.

 

For:

      20,973,124   

Against:

      2,833,044   

Abstain:

      121,497   

However, the proposal to approve the adjournment of the special meeting was deemed moot because there were sufficient votes at the time of the special meeting to approve the Merger Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      NBT BANCORP INC.
Date: March 5, 2013     By:  

/s/ F. Sheldon Prentice

      F. Sheldon Prentice
      Executive Vice President, General Counsel and Corporate Secretary