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)
September 3, 1999
HUDSON RIVER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-24187 14-1803212
(State or other (SEC File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
One Hudson City Centre, Hudson, New York, 12534
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(518) 828-4600
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On September 3, 1999, Hudson River Bancorp, Inc. ("Hudson"), a Delaware
corporation and the holding company for Hudson River Bank & Trust Company,
issued the press release included as Exhibit 99 to this Report and incorporated
by reference herein announcing the completion on September 3, 1999 of Hudson's
acquisition of SFS Bancorp, Inc. ("SFS"), a Delaware corporation and the holding
company for Schenectady Federal Savings Bank. The acquisition was effected
through the merger of Hudson Acquisition Corp., a Delaware corporation and
non-operating wholly-owned subsidiary of Hudson, with and into SFS, with SFS
being the surviving corporation and becoming a wholly-owned subsidiary of Hudson
(the "Merger"). SFS was then merged into Hudson. Schenectady Federal Savings
Bank was then merged into Hudson River Bank & Trust Company.
The Merger was consummated pursuant to an Agreement and Plan of Merger,
dated as of May 17, 1999, by and between Hudson and SFS. A copy of the Merger
Agreement was included as Exhibit 2 to Hudson's Current Report on Form 8-K,
filed with the SEC on May 25, 1999, and is incorporated by reference herein. The
consideration for the Merger was determined by arms-length negotiations between
the parties. Hudson financed the acquisition of SFS with FHLB borrowings under
existing lines of credit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of businesses acquired.
(i) SFS Bancorp, Inc. and subsidiary consolidated financial
statements as of December 31, 1998 and 1997 and for each of the
years in the three-year period ended December 31, 1998 (with
independent auditor's report thereon) (incorporated by reference
to SFS's Annual Report on Form 10-KSB (SEC File No. 000-25994),
filed with the SEC on March 31, 1999).
(ii) SFS Bancorp, Inc. and subsidiary unaudited consolidated financial
statements as of June 30, 1998 and 1999 and for the three and six
month periods ended June 30, 1998 and 1999 (incorporated by
reference to SFS's Quarterly Report on Form 10-QSB (SEC File No.
000-25994), filed with the SEC on August 16, 1999).
(b) Pro forma financial information
It is impracticable, as of the date hereof, to provide the pro
forma financial information required by Form 8-K. Such pro forma
financial information will be filed under cover of Form 8-K/A as
soon as practicable, but in any event not later than November 19,
1999.
(c) Exhibits
2 Agreement and Plan of Merger, dated as of May 17, 1999, by and
between Hudson River and SFS (incorporated by reference to
Exhibit 2 to Hudson's Current Report on Form 8-K filed with the
SEC on May 25, 1999).
99 Press Release of Hudson, dated September 3, 1999.
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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 thereunto duly authorized.
HUDSON RIVER BANCORP, INC.
Date: September 15, 1999 By: /s/Carl A. Florio
-------------------------
Carl A. Florio
President and Chief
Executive Officer
Exhibit 99
FOR IMMEDIATE RELEASE Contact: Timothy Blow
Chief Financial Officer
518-828-4600 ext. 361
HUDSON RIVER BANCORP, INC. ANNOUNCES THE COMPLETION
OF THE SFS BANCORP, INC. ACQUISITION
(Hudson, NY - September 3, 1999) -- Hudson River Bancorp, Inc. (Nasdaq: HRBT),
the holding company for Hudson River Bank & Trust Company (HRBT), announced
today that the acquisition of SFS Bancorp, Inc., the holding company for
Schenectady Federal Savings Bank (SFSB), and the merger of SFSB into HRBT,
became effective today. The transaction is valued at approximately $32 million.
In the transaction, SFS Bancorp, Inc. shareholders are entitled to receive
$25.10 in cash for each share of SFS common stock they own.
As a result of this acquisition, Hudson River Bancorp, Inc. will have over $1
billion in total assets with total deposits exceeding $750 million.
The merger of the SFSB branches into Hudson River Bank & Trust Company will take
place over the Labor Day weekend. The former SFSB branches will reopen Tuesday
morning, September 7th, as Hudson River Bank & Trust Company branches offering
all of HRBT's existing products. With the addition of the four SFSB branches,
the HRBT branch network now totals 17 full service branches throughout
Schenectady, Albany, Rensselaer, Columbia, and Dutchess counties.
President & CEO of Hudson River Bancorp, Inc., Carl A. Florio, said he is
confident that the Schenectady customers will be pleased with the customer
service and products HRBT offers. Florio noted, "We continue to believe in and
demonstrate our commitment to community banking. The traditional banking
services we offer throughout our branch network are further enhanced by
state-of-the-art technology that allows customers the choice and the convenience
of banking via the Internet, in a branch, over the phone or through our
extensive ATM network. We are confident that the Schenectady market will be well
served by our increased presence in the area."
Headquartered in Hudson, NY, Hudson provides full-service banking, as well as
investment management, trust and commercial services throughout its market area.
Visit the Company's web site www.hudsonriverbank.com for further information on
the Company and its services.
