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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
BSB BANCORP, INC.
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(NAME OF ISSUER)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
055652-10-1
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(CUSIP Number of Class of Securities)
Mr. Daryl R. Forsythe
President and Chief Executive Officer
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
(607) 337-2265
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Brian D. Alprin, Esq.
Laurence S. Lese, Esq.
Duane, Morris & Heckscher LLP
1667 K Street, N.W., Suite 700
Washington, D.C. 20006
(202) 776-7800
October 4, 2000
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(Date of Event which Requires
Filing of this Statement)
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If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following:
[ ]
Check the following box if a fee is being paid with this statement:
[ ]
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NBT BANCORP INC.
16-1268674
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC/00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED BY -0-(1)
EACH REPORTING PERSON ----------------------------------------------
WITH: (8) SHARED VOTING
-0-
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(9) SOLE DISPOSITIVE
-0-(1)
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(10) SHARED DISPOSITIVE
-0-
2
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-(1)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [ ]
N/A
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
APPROXIMATELY -0-%(1)
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(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The shares of Issuer common stock covered by the initial report had
been purchasable by Reporting Person upon exercise of an option granted
by issuer to Reporting Person as of April 19, 2000, and described in
Item 4 of this report. On October 4, 2000, Issuer and Reporting Person
agreed to terminate the option subject to the initial report and this
report. See Item 4 below for a discussion of the Option.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D/A (the "Schedule 13D/A") relates to the common
stock, $.01 par value per share (the "Shares" or the "Issuer Common Stock"), of
BSB Bancorp, Inc., a Delaware corporation ("Issuer"). The principal executive
office of issuer is located at 58-68 Exchange Street, Binghamton, New York
13901. The purpose of filing this Schedule 13D/A is to report the agreement
between Issuer and Reporting Person, dated as of October 4, 2000, to terminate
that certain Agreement and Plan of Merger between Issuer and Reporting Person,
dated as of April 19, 2000 (the "Plan of Merger"), including the Option (as
discussed in Items 3 and 4 below).
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The information set forth in the Exhibit hereto is hereby expressly incorporated
herein by reference and the responses to each item of this Schedule 13D/A are
qualified in their entirety by the provisions of such Exhibit.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Schedule 13D/A is filed by NBT Bancorp Inc., a Delaware Corporation
("Reporting Person").
The business address of Reporting Person is 52 South Broad Street, Norwich, New
York 13815. The principal business of Reporting Person is a bank holding
company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Option (defined in Item 4 below) to acquire shares was granted by Issuer to
Reporting Person as an inducement to Reporting Person's entering into the Plan
of Merger, providing for the merger of Issuer into Reporting Person with
Reporting Person being the surviving corporation (the "Merger"). Pursuant to the
Plan of Merger, each outstanding Share would have been converted into the right
to receive two shares of common stock, par value $.01 per share, of Reporting
Person ("Reporting Person Common Stock"). The Merger was subject to the approval
of Issuer's and Reporting Person's stockholders, respectively, regulatory
approvals, and the satisfaction or waiver of various other conditions, as more
fully described in the Plan of Merger. None of the Purchase Events (defined in
Item 4 below) permitting the exercise of the Option had occurred as of the date
hereof.
ITEM 4. PURPOSE OF THE TRANSACTION.
The information set forth in Item 3 is hereby incorporated herein by reference.
The purpose of the transaction was for Issuer to merge with and into Reporting
Person, with reporting person being the surviving entity. In connection with the
Plan of Merger and in consideration thereof, Issuer and Reporting Person entered
into that certain Stock Option Agreement (the "Option Agreement"), dated April
19, 2000, whereby Issuer granted to Reporting Person an option (the "Option").
Under the Option, Reporting Person was given the right to purchase, under
certain circumstances described therein, up to 19.9% of the total number of
outstanding shares of Issuer Common Stock as of the first date that the Option
would become exercisable. The Option, being exercisable for approximately 19.9%
of the outstanding Shares, would represent approximately 16.6% of the Shares
that would be outstanding after giving effect to the exercise of the Option.
On October 4, 2000, the Boards of Directors of NBT and BSB agreed to terminate
the Plan of Merger and the Option.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(c) To the best of Reporting Person's knowledge as of the date hereof, (i)
neither Reporting Person nor any subsidiary or affiliate of Reporting Person nor
any of Reporting Person's executive officers or directors beneficially owns any
shares of Issuer Common Stock, and (ii) except for the Option discussed in Items
3 and 4 above, there have been no transactions in the shares of Issuer Common
Stock effected during the past 60 days by Reporting Person, nor to the best of
Reporting Person's knowledge, by any subsidiary or affiliate of Reporting Person
or any of Reporting Person's executive officers or directors.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The disclosure set forth in Items 3 and 4 above regarding the Plan of Merger and
Option Agreement and the Termination Agreement is hereby incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
2.1 Termination Agreement, dated as of October 4, 2000, by and between NBT
Bancorp Inc. and BSB Bancorp, Inc.*
* Incorporated by reference to the corresponding exhibit number in the
Registrant's Current Report on SEC Form 8-K filed by the Registrant on October
5, 2000, SEC File No. 0-14703.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that this statement is true, complete and correct.
NBT BANCORP INC.
By: /s/ Daryl R. Forsythe
Name: Daryl R. Forsythe
Title: President and Chief
Executive Officer
Dated: October 5, 2000
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