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): May 30, 1997
POUGHKEEPSIE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22599 16-1518711
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
249 Main Mall, Poughkeepsie, New York 12601
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 431-6200
Not Applicable
- -----------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
After the close of business on May 30, 1997, Poughkeepsie Financial
Corp. (the "Company") became a thrift holding company in accordance with
the terms of an Agreement and Plan of Reorganization, dated January 17,
1997 (the "Agreement"), by and between Poughkeepsie Savings Bank, FSB (the
"Bank"), a federally chartered stock savings bank, Poughkeepsie Interim
Federal Savings Bank ("Interim"), an interim federally chartered stock
savings bank, and the Company, a Delaware corporation. Pursuant to the
Agreement: (1) the Company was organized as a wholly owned subsidiary of
the Bank; (2) Interim was organized as a wholly owned subsidiary of the
Company; (3) Interim merged with and into the Bank, with the Bank as the
surviving institution, and (4) upon such merger, (i) the outstanding shares
of common stock, par value $.01 per share, of the Bank became, by operation
of law, on a one-for-one basis, common stock, par value $.01 per share, of
the Company, (ii) the common stock of Interim held by the Company was
converted into common stock of the Bank and (iii) the common stock of the
Company held by the Bank was cancelled. Accordingly, the Bank became a
wholly owned subsidiary of the Company and the stockholders of the Bank
became stockholders of the Company.
The Common Stock of the Company has been registered with the Securities
and Exchange Commission ("SEC") under Section 12(g) of the Securities and
Exchange Act of 1934, as amended, and has been substituted for the Common
Stock of the Bank on the Nasdaq National Market under the symbol "PKPS."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
(2) Agreement and Plan of Reorganization - incorporated by
reference from the Registration Statement on Form S-4 (File
No. 333-22481) filed by the Company with the SEC on February
27, 1997.
(99) Press Release, dated June 2, 1997
<PAGE>
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.
POUGHKEEPSIE FINANCIAL CORP.
By: /S/ JOSEPH B. TOCKARSHEWSKY
Joseph B. Tockarshewsky
Chairman, President and Chief
Executive Officer
Dated: June 2, 1997
<PAGE>
Exhibit 99
Press Release, dated June 2, 1997
[POUGHKEEPSIE SAVINGS BANK, FSB LETTERHEAD]
For further information contact:
Joseph B. Tockarshewsky Robert J. Hughes
Chairman, President & Executive Vice President &
Chief Executive Officer Chief Financial Officer
(914) 431-6211 (914) 431-6386
Page 1 of 1
POUGHKEEPSIE SAVINGS BANK, FSB REPORTS
COMPLETION OF PREVIOUSLY-ANNOUNCED REORGANIZATION AND FORMATION
OF THRIFT HOLDING COMPANY
Poughkeepsie, NY, June 2, 1997. -- Poughkeepsie Savings Bank, FSB
(NASDAQ: PKPS) announced that, after the close of business on May 30, 1997,
it completed the previously-announced reorganization and formation of a
thrift holding company. The outstanding common stock of Poughkeepsie
Savings Bank, FSB (the "Bank") is now the common stock of Poughkeepsie
Financial Corp., and the Bank is wholly owned by Poughkeepsie Financial
Corp., a Delaware corporation. The Bank's stockholders voted in favor of
the reorganization at the Bank's Annual Meeting of Stockholders which was
held on April 30, 1997.
As a result of the holding company formation, each share of common
stock of the Bank previously outstanding is now one share of common stock
of Poughkeepsie Financial Corp., the new holding company. The common stock
of Poughkeepsie Financial Corp. was substituted for the common stock of the
Bank on the Nasdaq National Market; the common stock will continue to be
traded under the symbol "PKPS."
The Bank is a community banking institution whose principal market is
the Mid-Hudson Valley region of New York, where it operates fourteen
branches and eight residential loan offices. The deposits of Poughkeepsie
Savings Bank, FSB are insured by the Federal Deposit Insurance Corporation
to the full extent permitted by law and regulation.
###
