SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K/A
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 24, 1998
Pathfinder Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23601 16-1540137
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
Registrant's telephone number, including area code: (315) 343-0057
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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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. The Amendment to the Agreement has been effected
to extend the date by which the Merger may be consummated to December 31, 1999.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
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The financial statements and pro forma information required to be filed by
this Item were previously filed.
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 6, 1998 By: /s/ Thomas W. Schneider
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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 2a Amendment No. 4 To Agreement and Plan of Merger Between Oswego
City Savings Bank and Oswego County Savings Bank, Dated December 24, 1998
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Amendment No. 4 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, April 30, 1998 and
August 24, 1998 (as amended, the "Agreement and Plan of Merger").
2. Section 11.1(f) of the Agreement and Plan of Merger provides that the
Agreement and Plan of Merger may be terminated by either City Savings
or County Savings in the event the merger is not completed by December
31, 1998; and
3. The parties desire to extend the time period within which the Merger
may be completed.
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:
Section 11.1(f) to the Agreement and Plan of Merger is hereby
amended to read as follows:
(f) By the Board of Directors of City Savings or the Board of
Trustees of OCSB if the Merger has not been consummated on or
before March 31, 1999.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to be duly executed this 24 day of December 1998.
ATTEST: OSWEGO CITY SAVINGS BANK
By: /s/ Joyce DeMaio By: /s/ Chris C. Gagas
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Chris C. Gagas, President
ATTEST: PATHFINDER BANCORP, M.H.C.
By: /s/ Joyce DeMaio By: /s/ Chris C. Gagas
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Chris C. Gagas, President
ATTEST: PATHFINDER BANCORP, INC.
By: /s/ Joyce DeMaio By: /s/ Chris C. Gagas
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Chris C. Gagas, President
ATTEST: OSWEGO COUNTY SAVINGS BANK
By: /s/ Joyce DeMaio By: /s/ Gregory J. Kreis
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Gregory J. Kreis, President
