<PAGE> 1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 1998
BSB BANCORP, INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-17177 16-1327860
- -------------------------------------- ---------------------------- --------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
</TABLE>
58-68 EXCHANGE STREET, BINGHAMTON, NEW YORK 13902
---------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (607) 779-2525
-------------------
NOT APPLICABLE
-------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5 OTHER EVENTS
Amendment of Rights Agreement. Effective October 30, 1998,
in connection with the Rights Agreement, dated as of May 22, 1989, by and
between BSB Bancorp, Inc. (the "Company") and American Stock Transfer & Trust
Company ("AST"), as successor Rights Agent (as amended on January 29, 1996, the
"Rights Agreement"), the Company and AST executed Amendment No. 2 to the Rights
Agreement, which is attached as an exhibit hereto, and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c. Exhibits
<TABLE>
Exhibit No. Description
---------- -----------
<S> <C>
1. Amendment No. 2 to Rights Agreement
</TABLE>
<PAGE> 3
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.
BSB BANCORP, INC.
----------------
(Registrant)
/s/ Larry G. Denniston
---------------------------------
Larry G. Denniston
Senior Vice President and
Corporate Secretary
Date: October 30, 1998
<PAGE> 1
EXHIBIT 1
AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment") is
entered into as of October 30, 1998, between BSB BANCORP, INC. (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are party to a
Rights Agreement, dated as of May 22, 1989 (as amended by Amendment No. 1 to
Rights Agreement, dated as of January 29, 1996, the "Rights Agreement");
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement on the terms and conditions hereinafter set forth; and
WHEREAS, for purposes of this Amendment, capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Rights Agreement, as amended by this Amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
1. Certain Definitions. Section 1 of the Rights
Agreement is amended as follows: (A) by deleting the text of paragraph (g)
thereof and replacing it with the phrase "Intentionally Omitted.";(B) by
deleting the phrase "a majority of the Continuing Directors" appearing in
paragraph (h) thereof and replacing it with the phrase "two-thirds of the Board
of Directors"; and (C) by deleting the text of paragraph (k) thereof and
replacing it with the phrase "Intentionally Omitted."
2. Form of Rights Certificates. Section 4(b) of the
Rights Agreement is amended by deleting the phrase "Continuing Directors" and
replacing it with the phrase "Board of Directors".
3. Exercise of Rights; Purchase Price; Expiration Date
of Rights. Section 7(e) of the Rights Agreement is amended by deleting the
phrase "Continuing Directors" each of the two times it appears therein and
replacing it in each such place with the phrase "Board of Directors".
4. Adjustment of Purchase Price, Number and Kind of
Shares or Number of Rights. Section 11(a)(ii) of the Rights Agreement is
amended by deleting
<PAGE> 2
the phrase "a majority of the Outside Directors" and replacing it with the
phrase "two-thirds of the Board of Directors".
5. Redemption. Section 23(a) of the Rights Agreement is
amended by deleting in the proviso to the first sentence thereof the phrase
"then there must be Continuing Directors then in office and such authorization
shall require the concurrence of a majority of such Continuing Directors" and
replacing it with the phrase "then such authorization shall require the
concurrence of two-thirds of the Board of Directors".
6. Determinations and Actions by the Board of Directors,
etc. Section 28 of the Rights Agreement is amended by deleting the phrase "the
Continuing Directors or Outside Directors" each of the three times it appears
therein and replacing it in each such place with the phrase "two-thirds of the
Board of Directors".
6. Exhibit B to the Rights Agreement. Exhibit B to the
Rights Agreement ("Summary of Rights") is amended as follows:
(A) in the sixth paragraph, by deleting the phrase "the
Outside Directors determine" appearing therein and replacing it with the phrase
"the Board of Directors determine (with concurrence from two-thirds of the
members of the Board of Directors)";
(B) in the eleventh paragraph, by deleting the phrase "a
majority of the Continuing Directors" each of the two times it appears therein
and replacing it in each such place with the phrase "two-thirds of the Board of
Directors"; and
(C) by deleting the twelfth paragraph in its entirety.
7. Exhibit C to the Rights Agreement. Exhibit C to the
Rights Agreement ("Form of Rights Certificate") is amended as follows:
(A) in the second paragraph following the capitalized
legend on the first page of Exhibit C, by deleting the phrase "Continuing
Directors" appearing therein and replacing it with the phrase "Board of
Directors"; and
(B) in the seventh paragraph following the capitalized
legend on the first page of Exhibit C, by deleting the phrase "a majority of
the Continuing Directors" appearing therein and replacing it with the phrase
"two-thirds of the Board of Directors".
8. Benefits. Nothing in the Rights Agreement, as
amended by this Amendment, shall be construed to give to any Person other than
the Company, the Rights Agent and the registered holders of the Rights
Certificates (and, prior to the
<PAGE> 3
Distribution Date, the registered holders of the Common Stock) any legal or
equitable right, remedy or claim under the Rights Agreement, as amended by this
Amendment; but the Rights Agreement, as amended by this Amendment, shall be for
the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights certificates (and, prior to the Distribution
Date, registered holders of Common Stock).
9. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
10. Governing Law. This Amendment shall be deemed to be
a contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State.
11. Other Terms Unchanged. The Rights Agreement, as
amended by this Amendment, shall remain and continue in full force and effect
and is in all respects agreed to, ratified and confirmed hereby. Any reference
to the Rights Agreement after the date first set forth above shall be deemed to
be a reference to the Rights Agreement, as amended by this Amendment.
12. Counterparts. This Amendment may be executed in any
number of counterparts. It shall not be necessary that the signature of or on
behalf of each party appears on each counterpart, but it shall be sufficient
that the signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in any proof of this Amendment to produce
or account for more than a number of counterparts containing the respective
signatures of or on behalf of all of the parties.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year first
above written.
Attest: BSB BANCORP, INC.
By: /s/ Larry G. Denniston By: /s/ Alex S. DePersis
------------------------------- ------------------------------
Name: Larry G. Denniston Name: Alex S. DePersis
Title: Senior Vice President Title: President & CEO
and Corporate Secretary
Attest: AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Geraldine M. Zarbo By: /s/ Herbert J. Lemmer
-------------------------------- ----------------------------------
Name: Geraldine M. Zarbo Name: Herbert J. Lemmer
Title: Vice President Title: Vice President
