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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) January 25, 1999
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SKANEATELES BANCORP, INC.
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(Exact Name of
REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE 16-1368745
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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33 E. GENESEE ST., SKANEATELES, NEW YORK 13152
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (315) 685-2265
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. PRESS RELEASE.
On January 25, 1999 the Registrant issued the following joint press
release:
"BSB Bancorp (Nasdaq: BSBN) and Skaneateles Bancorp, Inc. (Nasdaq:
SKAN) today announced that they have entered into a definitive merger agreement
for BSB Bancorp to acquire Skaneateles Bancorp, the holding company for
Skaneateles Savings Bank, in a tax-free, stock-for-stock exchange.
In the transaction, Skaneateles stockholders will receive .970 shares
of BSB Bancorp stock for each share of Skaneateles stock. Based on BSB Bancorp's
closing price on January 22, 1999, Skaneateles stockholders will receive $27.89
per share in BSB stock, for a total transaction value of approximately $41
million.
Skaneateles Savings Bank is a New York-chartered savings bank
headquartered in Skaneateles, New York, with 9 branches in the greater Syracuse
area. At year end 1998, Skaneateles had total assets of approximately $276
million. Upon completion of the transaction, BSB Bancorp will have approximately
$2.3 billion in assets.
The acquisition is expected to contribute positively to BSB Bancorp's
earnings per share in the first year. The purchase price is approximately 2.1
times Skaneateles' December 31, 1998, stated book value and 25.1 times
Skaneateles' 1998 diluted earnings per share. The transaction will be accounted
for as a pooling of interests.
The definitive agreement, which has been approved by both companies'
board of directors, is subject to approval by the Skaneateles shareholders and
regulatory authorities. BSB Bancorp expects the transaction to close in Summer
of 1999. Skaneateles Bancorp also granted an option of 19.9% of its outstanding
stock to BSB Bancorp.
"Our combination with Skaneateles represents an important growth
opportunity for BSB Bancorp. Skaneateles' branch offices will greatly expand out
presence in the Syracuse Area," said Alex S. DePersis, the President and Chief
Executive Officer of BSB Bancorp. "Customers of BSB Bancorp and Skaneateles
Savings Bank will benefit from the convenience of having a more extensive
network of branches and ATMs, and Skaneateles Savings Bank customers will have
access to a broader menu of financial services."
John P. Driscoll, Chairman of the Board, President and Chief Executive
Officer of Skaneateles, said of the merger, "Our companies share common business
philosophies and a strong commitment to the communities we serve. The
Skaneateles Board of Directors believes that the best long-term interests of our
shareholders, customers and employees are served by the merger with BSB Bancorp.
The merger increases our capacity to provide financial services to our
customers, including expanded business and retail banking, and trust and
investment services. Following the merger, Skaneateles customers will be able to
transact business at all BSB Bank locations in the greater Syracuse and
Binghamton areas."
In the transaction, BSB was advised by its investment banker, Keefe,
Buyette & Woods, Inc. and its special counsel, Hogan & Hartson L.L.P.,
Washington, D.C. Skaneateles was
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advised by investment banker McConnell, Budd & Downes, Inc. and counsel Harter,
Secrest & Emery, L.L.P.
A leading New York-based financial institution, BSB Bancorp is the
holding company for BSB Bank & Trust Company. BSB Bank & Trust Company has
served the Binghamton community for 130 years, and offers full service business
and retail banking. BSB Financial Services, BSB Bancorp's investment management
subsidiary, offers a complete range of personalized investment services,
including trust administration and investment services as well as securities,
annuity and mutual fund sales, and other traditional investment/broker
activities.
Additional information has been prepared and is available by calling BSB
Bancorp's Shareholder Relations Department at 607/779-2406.
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SIGNATURES
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.
SKANEATELES BANCORP, INC.
Date: January 26, 1999 By: /s/ J. Daniel Mohr
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Name: J. Daniel Mohr
Title: Treasurer
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INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None.
