SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 25, 2004
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 Number) (IRS 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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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
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On October 25, 2004, NBT Bancorp Inc. (the "Company") issued a press
release describing its results of operations for quarter and nine months ending
September 30, 2004 as well as announcing a quarterly dividend of $0.19 per share
to be paid on December 15, 2004 to shareholders of record on December 1, 2004.
That press release is furnished as Exhibit 99.1 hereto.
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Item 3.03. Material Modification to Rights of Security Holders.
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On October 25, 2004, the Board of Directors of the Company adopted a
stockholder rights plan to become effective on November 15, 2004 and declared a
dividend distribution of one right ("Right") for each outstanding share of
common stock, par value $.01 per share ("Common Stock") of the Company. The
distribution is payable to stockholders of record on November 16, 2004. Each
Right, when exercisable, entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock ("Preferred Stock") at a price of $70.00 per one one-thousandth share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights will be set forth in a rights agreement (the "Rights Agreement") between
the Company and the rights agent.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate certificates evidencing
the Rights will be distributed. The Rights will separate from the Common Stock
and a distribution of Rights Certificates (as defined below) will occur upon the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) 10
business days (or such later date as the Board of Directors of the Company may
determine) following the commencement of, or the first public announcement of
the intention to commence, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person of 15% or more of the
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates, and will be transferred with and only with the Common Stock
certificates, (ii) new Common Stock certificates issued after November 16, 2004
upon transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on October 24, 2014, unless earlier redeemed or
exchanged by the Company as described below. The Rights will not be exercisable
by a holder in any jurisdiction where the
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requisite qualification to the issuance to such holder, or the exercise by such
holder, of the Rights has not been obtained or is not obtainable.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
evidence the Rights. Except as otherwise determined by the Board of Directors of
the Company, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that a Person becomes the beneficial owner of 15% or more of
the then outstanding shares of Common Stock, each holder of a Right will, after
the end of a redemption period referred to below, have the right to exercise the
Right by purchasing, for an amount equal to the Purchase Price, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times such amount. Notwithstanding any of
the foregoing, following the occurrence of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void. However, Rights are not exercisable following the occurrence of the
events set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below.
For example, at a Purchase Price of $70 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following an event set forth
in the preceding paragraph would entitle its holder to purchase $140 worth of
Common Stock (or other consideration, as noted above) for $70.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction,
or (ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall, after the expiration of the redemption period
referred to below, have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the Purchase Price of the
Right (e.g., common stock of the acquiring company having a value of $140 for
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the $70 Purchase Price).
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person and prior to the acquisition by such person of 50%
or more of the outstanding Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock for each outstanding Right or, in certain circumstances, other
equity securities of the Company which are deemed by the Board of Directors of
the Company to have the same value as shares of Common Stock, subject to
adjustment.
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The Purchase Price payable, and the number of one one-thousandths of a
share of Preferred Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent dilution
under certain circumstances.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued (other than fractions
which are integral multiples of one one-thousandth of a share of Preferred
Stock) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise.
In general, the Board of Directors of the Company, may cause the Company to
redeem the Rights in whole, but not in part, at any time during the period
commencing on October 25, 2004, and ending on the tenth day following the Stock
Acquisition Date (the "Redemption Period") at a price of $.001 per Right
(payable in cash, Common Stock or other consideration deemed appropriate by the
Board of Directors of the Company). Under certain circumstances set forth in the
Rights Agreement, the decision to redeem the Rights will require the concurrence
of the two-thirds of Directors. After the Redemption Period has expired, the
Company's right of redemption may be reinstated if an Acquiring Person reduces
his beneficial ownership to 10% or less of the outstanding shares of Common
Stock in a transaction or series of transactions not involving the Company and
there are no other Acquiring Persons. Immediately upon the action of the Board
of Directors of the Company ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be subject to federal taxation to stockholders or to the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for Common Stock (or other consideration) of
the Company or for common stock of the acquiring company as set forth above.
Except with respect to the Redemption Price of the Rights, any of the
provisions of the Rights Agreement may be amended by the Board of Directors of
the Company prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board of Directors of
the Company in order to cure any ambiguity, defect or inconsistency or to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; provided however, no amendment to adjust
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the time period governing redemption may be made at such time as the Rights are
not redeemable.
Each share of Common Stock outstanding on November 16, 2004 will receive
one Right. A total of 50,000 shares of Preferred Stock are reserved for
issuance upon exercise of the Rights.
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner or on terms not approved by the Board of Directors of the Company.
The Rights, however, should not deter any prospective offeror willing to
negotiate in good faith with the Board of Directors of the Company. Nor should
the Rights interfere with any merger or other business combination approved by
the Board of Directors of the Company.
The press release announcing the declaration of the Rights dividend is
attached hereto as Exhibit 99.2 and is incorporated herein by reference. In
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addition, the Rights Agreement between the Company and the rights agent
specifying the terms of the Rights will be filed with the Securities and
Exchange Commission in a future filing.
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Item 9.01. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
99.1. Text of Press Release, dated October 25, 2004.
99.2 Text of Press Release, dated October 26, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
NBT BANCORP INC.
Date: October 26, 2004 By: /s/ Michael J. Chewens
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Michael J. Chewens
Senior Executive Vice President,
Chief Financial Officer and
Corporate Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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99.1. Text of Press Release, dated October 25, 2004.
99.2 Text of Press Release, dated October 26, 2004.
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