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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
ATTENTION: FINANCIAL AND BUSINESS EDITORS
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Contact: Daryl R. Forsythe, CEO
Michael J. Chewens, CFO
NBT Bancorp Inc.
52 South Broad Street
Norwich, NY 13815
607-337-6416
NBT BANCORP INC. ADOPTS NEW STOCKHOLDER RIGHTS PLAN
NORWICH, NEW YORK, October 26, 2004 - NBT Bancorp Inc. (Nasdaq: NBTB) announced
today that its Board of Directors adopted a new Stockholder Rights Plan to
become effective upon the expiration of a similar plan, adopted in 1994, that is
set to expire on November 14, 2004.
The Rights Plan, which is similar to plans adopted by more than 2,200
publiclytraded companies, is designed to protect all stockholders of the Company
against potential acquirers who may seek to take advantage of the Company and
its shareholders through coercive or unfair tactics aimed at gaining control of
the Company without paying all shareholders of the Company a full and fair
price. The Rights Plan will assist the Company's Board of Directors in dealing
with any future actions taken by hostile parties who attempt to deprive the
Company and its stockholders of the opportunity to obtain the most attractive
price for their shares.
Chairman and Chief Executive Officer Daryl R. Forsythe stated: "Like our prior
rights plan, the Rights Plan adopted today is designed to assure that all of the
Company's shareholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial tender offers,
squeeze-outs, open market accumulations and other abusive tactics to gain
control of the Company without paying all shareholders a control premium. The
overriding objective of the Board of Directors in adopting the Rights Plan is to
preserve the Company's value for all stockholders. This will not prevent the
Board from approving a fair and equitable offer to acquire the Company if one
should materialize in the future. The distribution of rights under the plan will
not interfere with the Company's business plans or be dilutive or affect our
reported per share results."
The rights are intended to and should discourage any effort to acquire the
Company in a manner or on terms not approved by the Board of Directors. The
rights are further designed to deal with the serious problem of a potential
acquiror using coercive or unfair tactics to deprive the Company's Board of
Directors of any real opportunity to determine the future of the Company and to
realize the value of the stockholders' investment in the
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Company. In implementing the Rights Plan, the Board of Directors has declared a
dividend of one preferred stock purchase right for each outstanding share of the
Company's Common Stock held of record as of the close of business on November
16, 2004. Each right initially would entitle the holder thereof to purchase a
fraction of a share of Preferred Stock. The rights will expire on October 24,
2014.
The rights are represented by the Company's Common Stock certificates and are
not immediately exercisable. The rights only become exercisable after the
occurrence of certain events as defined in the rights plan. When the rights
become exercisable, all holders of rights, other than the acquiring person or
group, would be entitled to acquire shares of the Company's Common Stock at a
50% discount to the then-current market price. In addition, if the Company is
acquired in a merger, each right will entitle the holder to purchase shares of
the acquiring company at a 50% discount to the then-current market price.
Details of the Rights Plan will be mailed to all stockholders of the Company in
November. Additional information concerning the Rights Plan, including a copy of
the Rights Plan, will be filed with the Securities and Exchange Commission and
will be accessible via the EDGAR database at www.sec.gov.