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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): July 1, 1999
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 (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
58-68 Exchange Street, Binghamton, New York 13901
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(Address of principal executive offices) (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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 1, 1999, BSB Bancorp, Inc. a Delaware corporation ("BSB Bancorp"),
completed its acquisition of the assets and business of Skaneateles Bancorp,
Inc., a Delaware corporation ("SKAN"), pursuant to an Agreement and Plan of
Merger, dated as of January 25, 1999, by and between BSB Bancorp and SKAN, as
amended by Amendment No. 1 thereto dated as of June 29, 1999 (together, the
"Merger Agreement"). Pursuant to the Merger Agreement Skaneateles Savings Bank
("SKAN Bank"), a wholly owned subsidiary of SKAN also merged into BSB Bank &
Trust Company, a wholly owned subsidiary of BSB Bancorp. Both SKAN and SKAN Bank
were headquartered in Skaneateles, New York. As of March 31, 1999, SKAN had
total consolidated assets of approximately $272.9 million, total deposits of
$234.8 million, and shareholder's equity of $19.3 million, or 7.07% of total
assets.
In accordance with the provisions of the Merger Agreement, the merger was
effected on a stock for stock basis in a tax-free exchange. Each issued and
outstanding share of SKAN common stock converted into 0.970 of a share of BSB
Bancorp common stock, par value $.01 per share, or approximately 1,523,794
shares (excluding options to purchase SKAN common stock that were not exercised
prior to the effective time of the acquisition and which were converted into
options to purchase BSB Bancorp common stock at the exchange ratio), plus cash
in lieu of fractional shares. The exchange ratio in the acquisition was arrived
at by negotiation between BSB Bancorp and SKAN in a competitive bid process. As
a stock for stock transaction, the acquisition will be accounted for under the
pooling of interests method of accounting.
BSB Bancorp intends to continue to operate the majority of SKAN Bank's
banking offices as separate branch offices of BSB Bancorp.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The following audited financial statements of SKAN previously have been
filed with the Securities and Exchange Commission (the "SEC") as part of the
Annual Report on Form 10-K of Skaneateles Bancorp, Inc. for the fiscal year
ended December 31, 1998 and are incorporated herein by reference:
-- Independent Auditor's Report.
-- Consolidated Balance Sheets as of December 31, 1998 and 1997.
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-- Consolidated Statements of Income for years ended December 31, 1998,
1997 and 1996.
-- Consolidated Statements of Stockholders' Equity and Comprehensive
Income for the years ended December 31, 1998, 1997 and 1996.
-- Consolidated Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996.
-- Notes to Consolidated Financial Statements.
The following unaudited financial statements of SKAN have previously been
filed with the SEC as part of the Quarterly Report of SKAN on Form 10-Q for the
quarter ended March 31, 1999, and are incorporated herein by reference:
-- Consolidated Balance Sheets - March 31, 1999 and December 31, 1998.
-- Consolidated Statements of Income - Three Months ended March 31, 1999
and 1998.
-- Consolidated Statements of Stockholders' Equity and Comprehensive
Income for the three months ended March 31, 1999 and 1998.
-- Consolidated Statements of Cash Flows - Three Months ended March 31,
1999 and 1998.
-- Notes to Consolidated Financial Statements.
(b) Pro forma financial information
Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of January 25, 1999, by and
between BSB Bancorp and SKAN (reported herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by
BSB Bancorp on February 3, 1999).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of
June 29, 1999, by and between BSB Bancorp and SKAN.
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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 thereunto duly authorized.
BSB BANCORP, INC.
(Registrant)
Date: July 2, 1999 By: /s/ Alex S. DePersis
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Alex S. DePersis
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description Page
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2.1 Agreement and Plan of Merger, dated as of January 25,
1999, by and between BSB Bancorp and SKAN (incorporated
herein by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed with the SEC by BSB Bancorp on February
3, 1999).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated
as of June 29, 1999, by and between BSB Bancorp and SKAN.
EXHIBIT 2.2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of June 29, 1999, is entered into by and between BSB
Bancorp, Inc. ("BSB Bancorp") and Skaneateles Bancorp, Inc. ("SKAN").
WHEREAS, BSB Bancorp and SKAN (the "Parties") previously entered into an
Agreement and Plan of Merger (the "Agreement"), dated as of January 25, 1999;
and
WHEREAS, the Parties desire to amend the Agreement in certain respects as
provided below;
NOW, THEREFORE, in consideration of the matters set forth in the Recitals
to the Agreement, the mutual convenants contained in the Agreement and for other
valuable consideration, the Parties agree as follows:
1. The language in Section 5.4 of the Agreement shall be deleted and
replaced in its entirety as follows:
5.4 TERMINATION OF ESOP.
As soon as practicable after the date of this Agreement, but in no event
less than 24 hours prior to the Effective Time, SKAN and each SKAN Subsidiary
shall adopt all corporate resolutions necessary to: (i) freeze participation and
benefit accruals under all Plans that are intended to be "qualified" under Code
section 401 other than the Skaneateles Savings Bank 401(K) Savings Plan (the
"Qualified Plans"), effective no later than 24 hours prior to the Effective
Time; (ii) effective no later than 24 hours prior to the Effective Time,
terminate the Qualified Plans and (iii) effective no later than 24 hours prior
to the Effective Time, fully vest the participants in the Skaneateles Savings
Bank 401(K) Savings Plan in their account balances thereunder. As soon as
practicable after the date of this Agreement, but in no event less than 24 hours
prior to the Effective Time, SKAN and each SKAN Subsidiary shall contribute to
each Qualified Plan all contributions, including but not limited to employee
deferrals and related matching contributions, required or necessary under the
terms of such Qualified Plan covering the benefits that have accrued as of the
Effective Time. The Skaneateles Savings Bank 401(K) Savings Plan shall not be
terminated.
2. Except as provided above, the terms and conditions of the
Agreement shall remain unchanged.
3. This Amendment may be executed in counterparts, all of which
shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the
same counterpart.
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IN WITNESS WHEREOF, BSB Bancorp and SKAN have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of this 29th day of June, 1999.
BSB BANCORP, INC.
ATTEST:
By: /s/ Larry G. Denniston By: /s/ Alex S. DePersis
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Larry G. Denniston Alex S. DePersis
Senior Vice President and President and Chief Executive
Corporate Secretary Officer
SKANEATELES BANCORP, INC.
ATTEST:
By: /s/ J. David Hammond By: /s/ John P. Driscoll
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J. David Hammond John P. Driscoll
Executive Vice President Chairman of the Board,
and Secretary President and Chief Executive
Officer
