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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) December 16, 2007
S&T Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania
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0-12508
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25-1434426 |
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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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800 Philadelphia Street, Indiana, PA
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15701 |
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(Address of Principal Executive Offices)
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Zip Code |
Registrants telephone number, including area code (800) 325-2265
Former name or address, if changed since last report Not Applicable
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:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 16, 2007, S&T Bancorp, Inc. (S&T) and IBT Bancorp, Inc. (IBT)
entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant
to which IBT will be merged with and into S&T (the Merger). As a result of
the Merger, the separate corporate existence of IBT will cease and S&T will
continue as the surviving corporation in the Merger. In addition, under the
terms of the Merger Agreement, as soon as practicable, S&T Bank, a bank and
trust company organized under the Pennsylvania Banking Code of 1965 (the PA
Banking Code) and a wholly-owned subsidiary of S&T, and Irwin Bank, a bank and
trust company organized under the PA Banking Code and a wholly-owned subsidiary
of IBT, will enter into an Agreement and Plan of Merger, pursuant to which
Irwin Bank will merge with and into S&T Bank, with S&T Bank being the surviving
bank.
The Merger Agreement provides that IBT shareholders will have the opportunity
to elect to receive in exchange for each share of IBT common stock they own
immediately prior to completion of the Merger either a cash payment of $31.00
or between 0.93 and 0.97 shares of S&T common stock with the precise number
based upon the average closing price for S&T common stock for a 20 trading day
period preceding the date of the meeting of IBT shareholders at which the
merger will be considered. Pursuant to the terms of the merger agreement,
shareholders of IBT Bancorp, Inc. will have the opportunity to elect to receive
for each share of IBT Bancorp, Inc. common stock they own, either S&T common
stock, cash or a combination of cash and shares of S&T common stock. All
shareholder elections will be subject to allocation and proration procedures
set forth in the merger agreement which is intended to ensure that, in the
aggregate, 55% of the IBT Bancorp, Inc. common shares outstanding will be
exchanged for S&T common stock and 45% will be exchanged for cash. The
transaction is expected to be a tax-free exchange for shareholders of IBT
Bancorp, Inc. receiving stock.
Upon consummation of the Merger, each outstanding vested and unvested option to
acquire a share of IBT common stock will be cancelled in exchange for the
right to receive, on the terms and conditions set forth in the Merger
Agreement, an amount in cash equal to the excess, if any, of the per-share cash
consideration of $31.00 over the options exercise price per share.
In addition, three members of the IBT Bancorp, Inc.s board of directors shall
be appointed to the board of directors of S&T Bancorp, Inc. and S&T Bank, and
each member of the IBT Bancorp, Inc. board of directors not appointed to the
board of directors of S&T Bancorp, Inc. and S&T Bank will have the opportunity
to serve on S&T Banks Westmoreland County Advisory Board. It is expected that
the merger will be consummated in the second quarter of 2008 and is subject to
certain conditions, including receiving requisite regulatory and IBT Bancorp,
Inc. stockholder approvals. The transaction is expected to be accretive to
S&Ts earnings in the first full year of operations based on estimated cost
savings of 35%.
IBT and S&T have made customary representations, warranties and covenants in
the Merger Agreement, including IBT making covenants not to solicit alternative
transactions or, subject to certain exceptions, to enter into discussions
concerning, or provide confidential information in connection with, an
alternative transaction.
The Merger Agreement contains certain termination rights for both IBT and S&T,
and further provides that, upon termination of the Merger Agreement under
certain circumstances, IBT may be obligated to pay S&T a termination fee of
$6.5 million.
Consummation of the Merger is subject to a number of customary conditions,
including (i) the approval and adoption by the requisite votes of the holders
of the outstanding shares of common stock of IBT, (ii) the registration of the
offering of the S&T common stock to the IBT
Item 1.01. Entry into a Material Definitive Agreement continued
shareholders under the Securities Act of 1933, as amended, and the listing of
such stock for trading on the NASDAQ Global Select Stock Market, and (iii)
certain regulatory approvals.
In addition, in connection with the Merger, each member of the Board of
Directors of IBT Bancorp, Inc., each in his or her capacity as a shareholder of
such company, has agreed with S&T Bancorp, Inc. to vote or cause to be voted
for approval of the Merger Agreement all of his or her shares which he or she
is entitled to vote with respect thereto. In addition, each of such persons
has agreed not to transfer or otherwise dispose of his or her shares of IBT
Bancorp, Inc. Common Stock prior to shareholder approval of the Merger
Agreement or termination of the Merger Agreement pursuant to its terms. The
form of Voting Agreement is attached as Exhibit A to the Merger Agreement and
is filed as Exhibit 99.1 hereto and incorporated herein by reference.
The foregoing summary of the Merger Agreement is not complete and is
qualified in its entirety by
reference to the complete text of such document, which is attached hereto as Exhibit 2.1
and is incorporated herein by reference.
S&T Bancorp, Inc. will file a Registration Statement on Form S-4 with the
Securities and Exchange Commission (SEC), which will contain the proxy
materials of IBT Bancorp, Inc. and certain other information regarding S&T
Bancorp, Inc. These proxy materials will set forth complete details of the
merger. Investors are urged to carefully read the proxy materials when filed
with the SEC, as they will contain important information. Investors will be
able to obtain a copy of the proxy materials free of charge at the SECs
website at www.sec.gov. The materials may also be obtained for free by
directing a written request to S&T Bancorp, Inc., 800 Philadelphia Street,
Indiana, PA 15701 Attention: Corporate Secretary, or to IBT Bancorp, Inc.,
309 Main Street, Irwin, PA 15642 Attention: Corporate Secretary. Investors
should read the proxy materials before making a decision regarding the merger.
IBT Bancorp, Inc. and its directors and executive officers may be deemed to be
participants in IBT Bancorp, Inc.s solicitation of proxies in connection
with the proposed merger. Information regarding participants, including their
holdings of IBT Bancorp, Inc. common stock may be found in IBT Bancorp, Inc.s
proxy statement for its 2007 annual meeting of shareholders dated March 16,
2007, as filed with the SEC. A copy of the proxy statement is available free
of charge at the SECs website www.sec.gov. Additional information regarding
the interests of such participants will be included in the proxy
statement/prospectus and the other relevant documents filed with the SEC when
they become available.
Item 8.01.
Other Events.
On December 17, 2007, S&T Bancorp, Inc. and IBT Bancorp, Inc. issued a joint
press release announcing the execution of the Merger Agreement. The Press
Release is attached as Exhibit 99.2 and is incorporated herein by reference.
S&T Bancorp, Inc. will host a conference call for investors, analysts and other
interested parties on Tuesday, December 18, 2007 at 10:00 a.m. Eastern Standard
Time, to discuss the transaction. All interested parties are welcome to access
the conference call by dialing 877-407-9210 (no pass code required), and
participants are asked to call in a few minutes prior to the call in order to
register for the event. S&T Bancorp, Inc. has prepared an investor
presentation to accompany the conference call. During and after the conference
call, the investor presentation can be accessed on S&T Bancorp, Incs website
at www.stbancorp.com under the Investor Relations page. A copy of the investor
presentation is attached as Exhibit 99.3 and is incorporated herein by
reference.
Forward Looking Statements:
This filing certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements include,
among others, statements regarding trends, strategies, plans, beliefs,
intentions, expectations, goals and opportunities. Forward looking
statements are typically identified by words or phrases such as believe,
expect, anticipate, intend, estimate, assume, strategy, plan, outlook,
outcome, continue, remain, trend and variations of such words and similar
expressions, or future or conditional verbs such as will, would, should,
could, may or similar expressions. Actual results and performance could
differ materially from those anticipated by these forward-looking
statements. Factors that could cause such a difference include, but are
not limited to, general economic conditions, changes in interest rates,
deposit flows, loan demand, asset quality, including real estate and
other collateral values, and competition.
S&T Bancorp, Inc. and IBT Bancorp, Inc. caution that these
forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. These forward-looking statements
speak only as of the date hereof, and S&T Bancorp, Inc. and IBT Bancorp,
Inc. assume no duty to update forward-looking statements. Subsequent
written or oral statements attributable to S&T Bancorp, Inc., IBT
Bancorp, Inc. or persons acting on its behalf are expressly qualified in
their entirety by the cautionary statements contained herein and those in
S&T Bancorp Inc.s and IBT Bancorp, Inc.s reports previously and
subsequently filed with the Securities and Exchange Commission.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits. The exhibit listed on the Exhibit Index accompanying this Form
8-K is filed herewith.
(2.1) Agreement and Plan of Merger, dated as of December 16, 2007, between S&T
Bancorp, Inc. and IBT Bancorp, Inc.
(99.1) Form of Voting Agreement, dated as of December 16, 2007, between S&T
Bancorp, Inc., and the directors of IBT Bancorp, Inc., attached as Exhibit A to
the Agreement and Plan of Merger.
(99.2) Press Release
(99.3) Investor Presentation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed by the
undersigned thereunto duly authorized.
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December 16, 2007 |
S&T Bancorp, Inc.
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/s/ Robert E. Rout
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Robert E. Rout |
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Senior Executive Vice President,
Chief Financial Officer and Secretary |
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Exhibit Index
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Description |
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Method of Filing |
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2.1
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Agreement and Plan of Merger, dated as of
December 16, 2007, between S&T Bancorp, Inc.
and IBT Bancorp, Inc.
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Filed herewith |
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99.1
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Form of Voting Agreement, dated as of
December 16, 2007, between S&T Bancorp, Inc.,
and the directors of IBT Bancorp, Inc.,
attached as Exhibit A to the Agreement and
Plan of Merger.
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Filed herewith |
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99.2
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Press Release
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Filed herewith |
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99.3
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Investor Presentation
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Filed herewith |