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):
December 30, 1997
Pathfinder Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0- To Be Applied For
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
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 1. Changes in Control of Registrant
After the close of business on December 30, 1997, Pathfinder
Bancorp, Inc. (the "Company") became a bank holding company in
accordance with the terms of an Agreement and Plan of
Reorganization (the "Agreement"), by and between Oswego City
Savings Bank, a New York chartered stock savings bank, Oswego
City Interim Savings Bank ("Interim"), a New York chartered
interim stock savings association, and the Company, a Delaware
chartered stock 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 $1.00 per share, of
the Bank became, by operation of law, on a one-for-one basis,
common stock, par value $.10 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 canceled. Accordingly, the Bank
became a wholly owned subsidiary of the Company and the
shareholders of the Bank, including Pathfinder Bancorp, MHC, the
Bank's New York chartered mutual holding company, became
shareholders of the Company.
The Common Stock of the Bank was previously registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the FDIC. Pursuant to Rule 12g-3
promulgated under the Exchange Act, the Company's Common Stock is
deemed automatically registered under the Exchange Act. In
addition, the Common Stock of the Company has been substituted
for the Common Stock of the Association on the Nasdaq SmallCap
Market under the symbol "PBHC."
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
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: January 7, 1998 By: \s\ Chris C. Gagas
------------------------
Chris C. Gagas
President and Chief Executive
Officer
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EXHIBIT INDEX
The following Exhibits are filed as part of this report:
*Exhibit 2 Agreement and Plan of Reorganization
*Exhibit 3.1 Certificate of Incorporation of Pathfinder
Bancorp, Inc.
*Exhibit 3.2 Bylaws of Pathfinder Bancorp, Inc.
*Exhibit 4 Form of Common Stock Certificate
* Previously filed with the Securities and Exchange Commission
as exhibits to the Pathfinder Bancorp, Inc. Registration
Statement on Form S-4 (file No. 333-36051). Such exhibits are
incorporated herein by reference.
