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.