SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NBT BANCORP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14703 16-1268674
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(State of incorporation Commission File No. (I.R.S. Employer
or organization) Identification No.)
52 South Broad Street, Norwich, New York 13815
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(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Share Purchase Rights Pursuant to Stockholder Rights Plan
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 15, 1994, the Board of Directors of the Registrant declared
a dividend distribution of one Right for each outstanding share of Registrant's
Common Stock to stockholders of record at the close of business on November 15,
1994. See the Registrant's Form 8-A, dated November 29, 1994, for a complete
description of the Rights Agreement between the Registrant and American Stock
Transfer Trust Company (the "Rights Agreement"), as Rights Agent (the "Rights
Agent"). Since adoption of the Rights Agreement, new certificates for the
Registrant's Common Stock issued after November 15, 1994, contained a notation
incorporating the Rights Agreement by reference.
At a special meeting of the Registrant's Board of Directors held on
November 22, 1999, the Board adopted amendments to the Rights Agreement. These
amendments were occasioned by a decision of the Delaware Supreme Court in a case
not involving the Registrant that invalidated the delayed redemption provision
in a stockholder rights plan. The Rights Agreement contains such a "continuing
directors" feature that would be invalid under Delaware law in view of the
Court's decision. Additionally, the Rights Agreement provides in a "permitted
transaction" exception that only directors who are not officers of the
Registrant and who are not representatives, nominees, affiliates, or associates
of an Acquiring Person, as defined, may make a decision whether a transaction is
a Permitted Transaction. This provision is of questionable validity in view of
the Delaware court decision.
Accordingly, the Registrant's Board of Directors has determined to
adopt amendments to the Rights Agreement that will eliminate both the continuing
directors and permitted transaction features of the Rights Agreement. The
amendments were adopted by the Registrant and the Rights Agent on December 16,
1999.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of November 15, 1994,
between NBT Bancorp Inc. and American Stock Transfer
Trust Company as Rights Agent (incorporated herein by
reference to Exhibit 4.1 of the Registrant's Form 8-
A, dated November 25, 1994, File No. 0-14703).
4.2 Amendment to Rights Agreement, dated as of December
16, 1999 between NBT Bancorp Inc. and American Stock
Transfer Trust Company (filed herewith).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
NBT BANCORP INC.
By: /s/ Michael J. Chewens
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Michael J. Chewens
Executive Vice President and
Chief Financial Officer
Date: December 21, 1999
EXHIBIT INDEX
4.2 Amendment to Rights Agreement, dated as of December
16, 1999 between NBT Bancorp Inc. and American Stock
Transfer Trust Company (filed herewith).
EXHIBIT 4.2
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT dated as of December 16, 1999 (this "Amendment"), to the
RIGHTS AGREEMENT dated as of November 15, 1994 (the "Agreement"), between NBT
Bancorp Inc., a Delaware corporation (the "Company"), and American Stock
Transfer Trust Company (the "Rights Agent").
WHEREAS, the Company and the Agent have entered into the Agreement at
the direction of the Company; and
WHEREAS, the Company has directed that the Agreement be amended; and
WHEREAS, the Distribution Date (as defined in the Agreement) has not
occurred and the penultimate sentence of Section 26(a) of the Agreement is not
applicable to this Amendment; and
WHEREAS, on November 22, 1999 the Board of Directors resolved to amend
the Rights Agreement;
NOW, THEREFORE, the Agreement is amended as follows (terms used and not
defined herein have the meanings as defined in the Agreement):
1. Section 1 (k) of the Agreement is amended in its entirety to
read as follows:
(k) [Intentionally Omitted]
2. Section 1 (w) of the Agreement is amended in its entirety to read as
follows:
(w) [Intentionally Omitted]
3. Section 11 (a)(ii)(B) of the Agreement is amended by deleting the
words "or a Permitted Transaction."
4. Section 11 (a)(ii)(D) of the Agreement is amended by deleting the
words "Continuing Directors" in clause (y) thereof and inserting in lieu thereof
the words "directors of the Company."
5. Section 13(e) of the Agreement is hereby deleted.
6. Section 23(a)(i) of the Agreement is amended by (a) deleting the
proviso in the first sentence thereof in its entirety; (b) deleting subsections
(a)(ii) and (a)(iii) thereof, and (c) renumbering subsection (a)(iv) thereof as
(a)(ii).
7. Section 26 of the Agreement is amended by deleting (a) the words
"who became such other than pursuant to a Permitted Transaction," (b) the words
"who becomes such other than pursuant to a Permitted Transaction," and (c) in
its entirety the final proviso of the second sentence of such section.
8. The form of Rights Certificate set forth as Exhibit B to the
Agreement is amended by deleting the following proviso:
"provided that with certain exceptions the Corporation shall
be entitled so to redeem the Rights only if the Board of
Directors consists of a majority of continuing Directors (as
such term is defined in the Rights Agreement)."
9. Except as modified hereby, the Agreement remains in full force and
effect.
10. The provisions of Sections 27, 29, 30, 31, and 33 of the Agreement
shall apply to this Amendment as if set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
NBT BANCORP INC.
By: /s/ DARYL R. FORSYTHE
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Daryl R. Forsythe
President and Chief Executive Officer
AMERICAN STOCK TRANSFER TRUST
COMPANY, as Rights Agent
By: /s/ HERBERT J. LEMMER
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Herbert J. Lemmer
Vice President