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 2. Acquisition or Disposition of Assets
On September 5, 1997, Oswego City Savings Bank ("City
Savings") and its parent mutual holding company, Pathfinder
Bancorp, M.H.C. (the "MHC") entered into an Agreement and Plan of
Merger (the "Agreement") Between Oswego City Savings Bank and
Oswego County Savings Bank ("County Savings") which provided for
the merger (the "Merger") of County Savings with and into City
Savings. On December 30, 1997, City Savings completed its
reorganization into the "two-tier" mutual holding company
structure, whereby City Savings became the wholly-owned
subsidiary of Pathfinder Bancorp, Inc. (the "Registrant"). On
January 13, 1998, City Savings and County Savings entered into
Amendment No. 1 to the Agreement, extending to date upon which
either City Savings or County Savings could terminate the
Agreement if the merger had not yet been consummated from August
31, 1998 to December 31, 1998.
On April 30, 1998, the Registrant, City Savings, the MHC and
County Savings entered into Amendment No. 2 to the Agreement,
which provides for the Registrant joining the Agreement, the
formation of County Savings, MHC as the parent mutual holding
company of County Savings in order to facilitate the merger, and
the issuance to eligible depositors of County Savings and others
of the Registrant's common stock in a public offering (the
"Offering") in an amount equal to approximately 46% of the pro
forma market value of County Savings.
On August 24, 1998, City Savings, the Registrant, the MHC
and County Savings entered into Amendment No. 3 which is intended
to clarify that the minority ownership interest to be sold to
depositors of County Savings and others in the Offering will be
the same percentage held by stockholders of the Registrant
immediately prior to the commencement of the Offering.
Item 7. Financial Statements, Pro Forma Financial Information,
and 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 Exhibits are filed as part of this report:
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2a Agreement and Plan of Merger Between Oswego
City Savings Bank and Oswego County Savings
Bank, Dated September 5, 1997*
Exhibit 2b Amendment No. 1 to the Agreement and Plan of
Merger **
Exhibit 2c Amendment No. 2 to the Agreement and Plan of
Merger **
Exhibit 2d Amendment No.3 to the Agreement and Plan of
Merger
___________________________
* Previously filed with the Securities and Exchange Commission
("SEC") as part of the Registrant's Registration Statement on
Form S-4, file number 333-36051, originally filed with the
Securities and Exchange Commission on September 19, 1997.
** Previously filed with the SEC as part of the Registrant's
Current Report on Form 8-K dated April 30, 1998.
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EXHIBIT 2d
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AMENDMENT NO. 3 TO
AGREEMENT AND PLAN OF MERGER BETWEEN
OSWEGO CITY SAVINGS BANK AND
OSWEGO COUNTY SAVINGS BANK
Recitals
1. On September 5, 1997, Oswego City Savings Bank ("City
Savings"), Pathfinder Bancorp, MHC (the "Mutual Holding Company")
and Oswego County Savings Bank ("County Savings") entered into an
Agreement and Plan of Merger Between City Savings and County
Savings, which Agreement and Plan of Merger was amended on
January 13, 1998 and April 30, 1998 (as amended, the "Agreement
and Plan of Merger").
2. The Agreement and Plan of Merger currently provides that
Pathfinder Bancorp, Inc (the "Stock Holding Company") will offer
to County Savings depositors shares of its Common Stock in an
amount equal to 46% of the pro forma market value of County
Savings.
3. The Stock Holding Company's Board of Directors have
determined that it is in the best interests of the Stock Holding
Company to initiate a stock repurchase plan.
1. In consideration of the premises and mutual covenants ,
representations, warranties and agreements contained in the
Agreement and Plan of Merger, and in order to set forth the
conditions upon which the merger will be carried out, the
parties, intending to be legally bound, hereby agree as follows:
1. Section 1.5 is hereby revised to read as follows:
1.5 Issuance of Common Stock; Minority Stock Offering.
The parties hereto recognize that it is the intent of this
Agreement that additional shares of the Stock Holding Company
common stock equal to the pro forma market value of County
Savings shall be issued in connection with the Merger.
Accordingly, the Stock Holding Company will offer its Common
Stock in a subscription offering to eligible depositors of County
Savings and other persons pursuant to the rules and regulations
of the FDIC and the New York Banking Department, in an amount
equal to the pro forma market value of County Savings multiplied
by the percentage of the Stock Holding Company's Common Stock
outstanding which is held by persons other than the Mutual
Holding Company immediately prior to the commencement of the
subscription offering. Common stock representing the remaining
percentage of the pro forma market value of County Savings shall
be issued to the Mutual Holding Company. The pro forma market
value of County Savings will be determined by an independent
appraisal prepared as if County Savings were forming a mutual
holding company and issuing common stock to depositors and the
public. The terms and conditions of the minority stock offering
are set forth in a Stock Issuance Plan which is attached as
Exhibit C hereto.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed this 24th day of August 1998.
ATTEST: OSWEGO CITY SAVINGS BANK
By:\s\ Melissa A. Dashnau By: \s\ Chris C. Gagas
------------------------ ------------------------------
Melissa A. Dashnau Chris C. Gagas, President and
Chief Executive Officer
ATTEST: PATHFINDER BANCORP, INC.
By:\s\ Melissa A. Dashnau By: \s\ Chris C. Gagas
------------------------ ------------------------------
Melissa A. Dashnau Chris C. Gagas, President and
Chief Executive Officer
ATTEST: PATHFINDER BANCORP, M.H.C.
By:\s\ Melissa A. Dashnau By: \s\ Chris C. Gagas
------------------------ ------------------------------
Melissa A. Dashnau Chris C. Gagas, President and
Chief Executive Officer
ATTEST: OSWEGO COUNTY SAVINGS BANK
By:\s\ Christine Stark By: \s\ Gregory J. Kreis
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Christine Stark Gregory J. Kreis, President
and Chief Executive Officer
