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):
August 24, 1998
Pathfinder Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23601 16-1540137
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
Registrant's telephone number, including area code:
(315) 343-0057
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On August 21, 1998, the Registrant announced the
commencement of a stock repurchase program. Under the repurchase
program, the Registrant may purchase 132,000 shares, or ten
percent (10%) of the shares held by its public shareholders. The
Registrant is the majority owned subsidiary of Pathfinder
Bancorp, MHC. For further information, see the Registrant's
press release attached as Exhibit 99.1 to this current report on
Form 8-K.
The Index of Exhibits immediately precedes the attached
exhibits.
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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, hereunto duly authorized.
PATHFINDER BANCORP, INC.
DATE: August 25, 1998 By: /s/ Thomas W. Schneider
-----------------------
Thomas W. Schneider
Executive Vice President
and Chief Financial
Officer
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EXHIBIT INDEX
The following Exhibit is filed as part of this report:
Exhibit 7 Press Release
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EXHIBIT 99.1
<PAGE>
[New Release letterhead of Pathfinder Bancorp, Inc.]
FOR IMMEDIATE RELEASE
CONTACT: Chris C. Gagas, Chairman, President, CEO
Thomas W. Schneider, Executive Vice President, CFO
_________________________________________________________________
Pathfinder Bancorp, Inc.
Stock Repurchase Program
Oswego, New York...Pathfinder Bancorp, Inc., announced today that
it is commencing a stock repurchase program to acquire up to
132,000 shares of the Company's Common Stock, which represents
approximately 10% of the Common Stock held by minority
shareholders (shares not held by the mutual holding company
parent).
Chris C. Gagas, President and Chief Executive Officer of the
Company, stated that the Board of Directors has authorized the
repurchase program, which will expire within six months. Mr.
Gagas, stated that the Board of Directors considers the Common
Stock to be an attractive investment, particularly in view of the
current price at which the Common Stock is trading relative to
the Company's earnings per share and book value per share and
market and economic factors generally, as well as other factors.
According to Mr. Gagas, the repurchases generally would effected
through open market purchases, although he did not rule out the
possibility of unsolicited negotiated transactions or other types
of repurchases. No shares will be repurchased from directors or
officers of the Company. Mr. Gagas explained that the price to be
paid for the shares purchased on the open market will not exceed
the greater of the highest independent bid of independent sales
price of the Company's stock on the Nasdaq SmallCap Market. The
number of shares to be purchased in the open market during any
day generally is not to exceed 25% of the average daily trading
volume of the Common Stock, except for block purchases.
At June 30, 1998, the Company reported total assets of $198.1
million and shareholders' equity of $23.5 million.
