SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 16, 1999
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 or Other Commission File No. (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
52 South Broad Street, Norwich, New York 13815
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(Address of Principal Executive Offices) (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 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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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).