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): November 10, 2000
TROY FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-25439 16-1559508
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
32 SECOND STREET, TROY, NEW YORK 12180
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(Address of principal executive offices)
Registrant's telephone number, including area code: (518) 270-3313
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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.
On November 10, 2000, Troy Financial Corporation, a Delaware corporation
("Troy") completed its acquisition of Catskill Financial Corporation, a Delaware
corporation ("Catskill") pursuant to an Agreement and Plan of Merger, dated June
7, 2000, by and among Troy, Charlie Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Troy ("Merger Sub") and Catskill
(the "Merger Agreement"). The Merger Agreement provided for the merger of Merger
Sub with and into Catskill, with Catskill being the surviving corporation and
becoming a wholly owned subsidiary of Troy and the immediate subsequent merger
of Catskill into Troy. Also, as part of the acquisition, Catskill Savings Bank,
a wholly owned subsidiary of Catskill was merged with and into The Troy Savings
Bank, a wholly owned subsidiary of Troy.
In accordance with the terms of the Merger Agreement, holders of Catskill common
stock are entitled to receive $23.00 in cash for each share of Catskill common
stock held at the close of business on November 10, 2000. The amount of such
consideration was determined based upon arm's-length negotiations between Troy
and Catskill. The source of the funds that will be used to pay the merger
consideration consists of Troy's existing funds and special dividends paid to
Troy by Troy Bank.
In connection with the acquisition, Troy acquired all of the equipment and other
physical property of Catskill and its subsidiaries, all of which was used in
Catskill's banking business. Troy intends to use the assets acquired in the
Catskill Merger in the manner utilized by Catskill and its subsidiaries prior to
the acquisition.
The press release related to the closing of the Catskill Merger is attached as
Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
(i) Catskill Financial Corporation and subsidiary
consolidated financial statements as of September 30,
1999 and 1998 and for each of the years in the
three-year period ended September 30, 1999 (with
independent auditor's report thereon) (incorporated
herein by reference to Catskill's Form 10-K, File No.
0-27650, filed with the Securities and Exchange
Commission on December 29, 1999).
(ii) Catskill Financial Corporation and subsidiary
unaudited consolidated financial statements as of
June 30, 2000 and for the three and nine month
periods ended June 30, 2000 and 1999 (incorporated
herein by reference to Catskill's Form 10-Q, File No.
0-27650, filed with the Securities and Exchange
Commission on August 14, 2000).
(b) Pro Forma Financial Information.
At this time, it is impracticable to provide the pro forma financial
information required by this section. Troy will provide such pro forma
financial information in an amended filing within 60 days after the
date this Report is filed.
(c) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of June 7,
2000, by and among Troy Financial Corporation,
Charlie Acquisition Corporation and Catskill
Financial Corporation (incorporated herein by
reference to Exhibit 10 to Troy's Form 10-Q, File No.
000-25439, filed with the Securities and Exchange
Commission on August 11, 2000).
99.1 Press Release dated November 13, 2000.
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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.
TROY FINANCIAL CORPORATION
(Registrant)
/s/ Edward M. Maziejka, Jr.
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Edward M. Maziejka, Jr.
Vice President and Chief Financial Officer
Date: November 27, 2000
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EXHIBIT INDEX
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of June 7,
2000, by and among Troy Financial Corporation,
Charlie Acquisition Corporation and Catskill
Financial Corporation (incorporated herein by
reference to Exhibit 10 to Troy's Form 10-Q, File No.
000-25439, filed with the Securities and Exchange
Commission on August 11, 2000).
99.1 Press Release dated November 13, 2000.
