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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13, OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 29, 1996
BSB BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17177 16-1327860
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
58-68 Exchange Street, Binghamton, New York 13902
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (607) 779-2525
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Amendment of Rights Agreement. Effective January 29, 1996, in
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connection with the Rights Agreement (the "Rights Agreement") dated as of May
22, 1989 between BSB Bancorp, Inc. (the "Company") and Chase Lincoln First Bank,
N.A. ("Chase"), the Company removed Chase as Rights Agent and appointed American
Stock Transfer & Trust Company ("AST") as successor Rights Agent. On January
29, 1996, the Company and AST executed Amendment No. 1 to Rights Agreement,
which is attached as an exhibit hereto, and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
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c. Exhibits
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Exhibit No. Description
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4 Amendment No. 1 to Rights Agreement
2
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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.
BSB BANCORP, INC.
Date: February 5, 1996 By: /s/ William H. Rincker
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William H. Rincker
Chairman and
Chief Executive Officer
3
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INDEX TO EXHIBITS
EXHIBIT
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NUMBER EXHIBIT DESCRIPTION PAGE
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4 Amendment No. 1 to Rights Agreement ...........E-1
4
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 to the Rights Agreement dated as of May 22, 1989
between BSB Bancorp, Inc. (the "Company") and Chase Lincoln First Bank, N.A.
("Chase") (the "Agreement") is entered into this 29th day of January, 1996 by
and between the Company and American Stock Transfer & Trust Company ("AST").
WHEREAS, the Company has appointed AST as the
successor Rights Agent under the Agreement; and
WHEREAS, Section 21 of the Agreement currently provides that any
successor Rights Agent shall have "at the time of its appointment as Rights
Agent a combined and surplus of at least $50 million" and the Company has waived
such requirement with respect to AST;
NOW, THEREFORE, BE IT RESOLVED, that Section 21 of the Agreement shall
be amended by deleting the language "a combined capital and surplus of at least
$50 million" and replacing it with "a combined capital and surplus of at least
$10 million";
RESOLVED, that all references in the Agreement to
Chase shall be deemed to be references to AST; and
RESOLVED, that in all other respects, the
Agreement shall remain unchanged.
IN WITNESS WHEREOF, each of the undersigned has executed this
Amendment No. 1 to the Agreement as of the date set forth above.
BSB BANCORP, INC.
Attest:
By: /s/ Larry G. Denniston By: /s/ William H. Rincker
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Name Larry G. Denniston William H. Rincker
------------------------ Chairman and Chief Executive
Title Vice President and Officer
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Secretary
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Susan Silber By: Herbert J. Lemmer
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Name SUSAN SILBER Name Herbert J. Lemmer
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Title Assistant Secretary Title VICE PRESIDENT
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E-1
