SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) October 4, 2000
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NBT Bancorp Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-14703 16-1268674
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
52 South Broad Street, Norwich, New York 13815
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code 607/337-2265
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 20, 2000, NBT Bancorp Inc., a Delaware corporation ("NBT"),
and BSB Bancorp, Inc., a Delaware corporation ("BSB"), announced that they had
entered into an Agreement and Plan of Merger, dated as of April 19, 2000 (the
"Merger Agreement"). Pursuant to the Merger Agreement, BSB and NBT agreed to
merge (the "Merger"), with NBT being the surviving corporation, to create a
holding company with assets of $4.7 billion. Stockholders of BSB would have
received two shares of NBT common stock for each share exchanged. In accordance
with the Merger Agreement, BSB and NBT granted reciprocal options whereby NBT
acquired an option to acquire 19.9% of BSB's common stock and BSB acquired an
option to acquire 19.9% of NBT's common stock. The options would become
exercisable upon the occurrence of certain future events. The Merger had been
expected to close in the fourth quarter of 2000.
On October 4, 2000, the Boards of Directors of NBT and BSB agreed to
terminate the Merger Agreement and the reciprocal stock option agreements. No
termination fees will be paid by either party.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The following exhibits are filed with this Current Report or
incorporated by reference into this Current Report on Form 8-K:
Exhibit
Number Description
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2.1 Termination Agreement, dated as of October 4, 2000, by and between NBT
Bancorp Inc. and BSB Bancorp, Inc.
99.1 Press release, dated October 4, 2000.
SIGNATURE
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.
NBT BANCORP INC.
By: /s/ Daryl R. Forsythe
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Name: Daryl R. Forsythe
Title: President and Chief
Executive Officer
Date: October 4, 2000
EXHIBIT INDEX
2.1 Termination Agreement, dated as of October 4, 2000, by and between NBT
Bancorp Inc. and BSB Bancorp, Inc.
99.1 Press release, dated October 4, 2000.
EXHIBIT 2.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is entered into
as of October 4, 2000, by and between NBT Bancorp Inc., a Delaware corporation,
("NBT") and BSB Bancorp, Inc., a Delaware corporation ("BSB") (NBT and BSB
together referred to herein as the "Parties").
WHEREAS, BSB and NBT entered into a Confidentiality Agreement, dated as
of March 16, 2000 (the "Confidentiality Agreement");
WHEREAS, NBT and BSB entered into an Agreement and Plan of
Merger, dated as of April 19, 2000 and amended as of May 17, 2000 (the "Merger
Agreement");
WHEREAS, in connection with the Merger Agreement, BSB and NBT
entered into the BSB Bancorp, Inc. Stock Option Agreement, dated as of April 19,
2000 (the "BSB Stock Option Agreement");
WHEREAS, in connection with the Merger Agreement, NBT and BSB
entered into the NBT Bancorp Inc. Stock Option Agreement, dated as of April 19,
2000 (the "NBT Stock Option Agreement");
WHEREAS, the boards of directors of NBT and BSB have
determined that the Merger Agreement and the transactions contemplated thereby
are no longer in the best interests of the Parties;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the Parties hereby agree
as follows:
1. Termination of Agreements.
a) Pursuant to Section 7.01(a) of the Merger Agreement, the Merger
Agreement is hereby terminated, and forthwith shall be void and of no further
force or effect. No provision of the Merger Agreement shall survive such
termination, including, without limitation, Sections 5.06, 5.07, 5.08, 5.11,
7.02 and Article VIII of the Merger Agreement, notwithstanding any provision of
the Merger Agreement to the contrary.
b) Each of the BSB Stock Option Agreement and the NBT Stock Option
Agreement is hereby terminated, and shall be void and of no further force or
effect.
2. Confidentiality Agreement.
The Confidentiality Agreement shall remain in effect for 18 months from the
date of this Agreement.
3. Employees.
Except with the prior written consent of the other party, no Party shall
knowingly employ any person who is now employed by the other Party for a period
of 18 months from the date of this Agreement.
4. Mutual Release.
Except for the provisions of this Agreement and the Confidentiality
Agreement, BSB and its affiliates on the one hand, and NBT and its affiliates on
the other, hereby remise, release and forever discharge the other and its
affiliates, directors, officers, employees, agents and representatives and their
heirs, executors, beneficiaries, administrators, successors and assigns from any
and all manner of action and actions, cause and causes of action, suits, debts,
dues, sums of money, accounts, contracts, controversies, agreements,
liabilities, promises, damages, judgments, claims or demands of whatsoever kind
or nature, in law or in equity relating to any statements, acts or omissions by
such other Party and its agents (whether actual or apparent), employees,
representatives and affiliates, whether in their individual or representative
capacities, which either BSB and NBT or their respective affiliates may have
against the other for actions taken or events occurring in connection with the
negotiation, execution and termination of the Merger Agreement, the BSB Stock
Option Agreement and the NBT Stock Option Agreement and the transactions
contemplated thereby.
5. Representations and Warranties of the Parties. Each of BSB and NBT
hereby makes the following representations and warranties to the other Party,
each of which is being relied upon by the other Party as a material inducement
to enter into and perform this Agreement:
a) The execution, delivery and performance of this Agreement has been duly
authorized by all necessary corporate action of such Party; and
b) This Agreement has been duly and validly executed and delivered by such
Party and it constitutes the valid and binding obligation of such Party,
enforceable in accordance with its terms, except as enforcement may be limited
by general principles of equity whether applied in a court of law or a court of
equity and
by bankruptcy, insolvency and similar laws affecting creditors' rights and
remedies generally.
6. Mutual Non-Disparagement.
a) BSB. Subsequent to entering into this Agreement, each of BSB and its
affiliates shall not make to any regulator, customer, supplier, or employee of
NBT or its affiliates, or to NBT stockholders, or to the general public, any
statement that disparages NBT or its affiliates or any of their respective
officers, directors, shareholders, employees and affiliates, except if such
statement is required by law or legal process.
b) NBT. Subsequent to entering into this Agreement, each of NBT and its
affiliates shall not make to any regulator, customer, supplier, or employee of
BSB or its affiliates, or to BSB stockholders, or to the general public, any
statement that disparages BSB or its affiliates or any of their respective
officers, directors, shareholders, employees and affiliates, except if such
statement is required by law or legal process.
7. Expenses.
The Parties will share equally the expenses listed on Schedule A attached
hereto.
8. Press Releases; Regulatory Contacts.
Promptly following the execution of this Agreement, NBT and BSB each will
issue a press release announcing the termination of the Merger Agreement and the
transactions contemplated thereby, provided that each Party will have the
opportunity to review the other Party's press release prior to issuance.
Legal counsel for NBT and BSB jointly will contact the Department of
Justice and the Office of the Comptroller of the Currency to inform these
agencies of the termination of the Merger Agreement. Furthermore, NBT and BSB
shall cooperate with each other and take the necessary steps to terminate the
agreement reached with the Department of Justice on August 15, 2000 with regard
to the divestiture of BSB's Norwich branch office.
9. Miscellaneous.
a) This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof, and it supersedes all prior oral or
written agreements, commitments, or understandings with respect to such matters;
and
b) This Agreement may be signed in counterparts, none of which need contain
the signature of all the Parties and each of which shall be deemed to be an
original.
c) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law.
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[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Termination
Agreement as of the date first above written.
BSB BANCORP, INC.
By: /s/ Thomas L. Thorn
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Name: Thomas L. Thorn
Title: Acting President and Chief Executive
Officer
NBT BANCORP INC.
By: /s/ Daryl R. Forsythe
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Name: Daryl R. Forsythe
Title: President and Chief Executive
Officer
EXHIBIT 99.1
PRESS RELEASE
Business Editors
NORWICH, NY - (BUSINESS WIRE) - October 4, 2000 -- NBT Bancorp
Inc. (NASDAQ: NBTB) today announced that it and BSB Bancorp, Inc. (NASDAQ: BSBN)
have agreed to terminate their merger agreement. The reciprocal stock option
agreements have also been terminated and no termination fees will be paid by
either party.
The principal office of NBT is located in Norwich, NY. NBT is
listed on the NASDAQ under the symbol NBTB. Its principal banking subsidiary,
NBT Bank, N.A. conducts business from 36 offices in nine counties in central and
northern New York.
Forward-Looking Information
This news release contains statements which constitute forward-looking
information within the meaning of the Private Securities Litigation Reform Act
of 1995. Actual results may differ materially from the statements made in this
release since such statements involve significant risks and uncertainties.
Factors that might cause such differences include, but are not limited to: the
expenses involved in the proposed merger being different from what management
had anticipated; competitive pressures among financial institutions increasing
significantly; economic conditions, either nationally or locally in areas which
NBT conducts its operations, being less favorable than expected; and legislation
or regulatory changes which adversely affect the ability of NBT to conduct its
current or future operations. NBT disclaims any obligation to update any such
factors or to publicly announce the result of any revisions to any of the
forward-looking statements included herein to reflect future events or
developments.
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