SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 1997
POUGHKEEPSIE FINANCIAL CORP.
(Exact name of registrant as specified in its Charter)
DELAWARE 333-22481 16-1518711
(State or other jurisdiction (Commission File Number) (I.R.S.Employer
of incorporation) Identification No.)
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)
Exhibit Index appears on Page 4.
<PAGE>
Item 5. OTHER EVENTS
On May 1, 1997, Poughkeepsie Savings Bank, FSB, Poughkeepsie, New
York (the "Bank") issued a press release announcing the results of its 1997
Annual Meeting of Stockholders held on April 30, 1997. Stockholders re-
elected Noel deCordova, Jr., Burton Gold and Henry C. Meagher as directors;
ratified the appointment of Deloitte and Touche LLP as the Bank's
independent certified public accountants for 1997; and approved the
formation of a holding company to be called Poughkeepsie Financial Corp.
and to effect a reorganization wherein the Bank would become a wholly-owned
subsidiary of the holding company. A copy of the press release is attached
hereto as an exhibit and is incorporated herein by reference.
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
The following exhibit is filed with this report.
NO. DESCRIPTION
20 Press Release dated May 1, 1997
Page 2 of 6 Pages
<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.
Date: May 8, 1997 By: /s/ Joseph B. Tockarshewsky
---------------------------
Joseph B. Tockarshewsky
Chairman of the Board, President and
Chief Executive Officer
Page 3 of 6 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
20 Press Release dated May 1, 1997
Page 4 of 6 Pages
[POUGHKEEPSIE SAVINGS BANK, FSB LETTERHEAD]
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 2
POUGHKEEPSIE SAVINGS BANK ANNOUNCES
RESULTS OF ANNUAL MEETING OF STOCKHOLDERS AND
NAME CHANGE
Poughkeepsie, NY, May 1, 1997. -- Poughkeepsie Savings Bank, FSB
(NASDAQ: PKPS) announced the results of its 1997 Annual Meeting of
Stockholders which was held yesterday. Stockholders overwhelmingly
approved each of the three proposals under consideration.
Stockholders re-elected Noel deCordova, Jr., Burton Gold and Henry C.
Meagher as directors, each to a three year term expiring at the Annual
Meeting of the year 2000. Also, stockholders ratified the appointment of
Deloitte & Touche LLP as the company's independent certified public
accountants for 1997.
The third proposal requested approval of the stockholders to form a
holding company to be called Poughkeepsie Financial Corp. and to effect a
reorganization wherein Poughkeepsie Savings Bank, FSB would become a
wholly-owned subsidiary of the holding company. This proposal was approved
with a favorable vote of more than 90% of shares voted. Joseph B.
Tockarshewsky, Chairman, President and Chief Executive Officer, said, "This
new corporate structure will allow for more flexibility as the Bank pursues
its strategic objectives. The outstanding stock of Poughkeepsie Savings
Bank will automatically become the stock of the holding company,
Poughkeepsie Financial Corp., and will continue to be traded on the NASDAQ
Stock Market under the symbol `PKPS'. We expect this legal structure to be
in place by early June, 1997."
-more-
<PAGE>
At yesterday's Annual Stockholders meeting, Mr. Tockarshewsky also
announced the Bank's intention to change its name to "Bank of the Hudson"
as the operating subsidiary of Poughkeepsie Financial Corp. Mr.
Tockarshewsky said, "By early August, we hope to have completed a total
name change to - Bank of the Hudson - in all banking locations. While we
have been well served by our name, this venerable institution has surpassed
our original marketing goals, and we are confident that our new name honors
our past while serving the future." He added, "Bank of the Hudson will
continue its commitment to community banking and I'm confident that, under
its new name, the bank will continue to provide the unparalleled level of
service for which it is known. The Bank's roots are firmly in Poughkeepsie
and headquarter offices will remain there."
This name change will not affect the newly formed holding company and
is reflective of the broader operations in the Hudson Valley, especially
with the opening of eight in-store branches in Dutchess, Orange and
Rockland counties.
Poughkeepsie Savings 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 Bank's
deposits are insured by the Federal Deposit Insurance Corporation to the
full extent permitted by law and regulation.
# # #
