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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 25, 1995
U.S.B. HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-5027 36-3197969
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Dutch Hill Road, Orangeburg, N.Y. 10962
(Address of principal executive offices) (Zip Code)
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(Registrant's telephone number, including area code):
(914) 365-4600
ITEM 2. Acquisition or Disposition of Assets
On June 14, 1995, U.S.B. Holding Co., Inc. issued a press release announcing
that a tentative agreement had been reached for the sale of the deposits of
its wholly-owned subsidiary, Royal Oak Savings Bank, F.S.B. ("Royal") to
Taneytown Bank & Trust Company. A current report on Form 8-K was filed with
the Securities and Exchange Commission on June 26, 1995. The structure of the
transaction has since changed. Under the revised transaction, the
stock of Royal will be sold to Monocacy Bancshares, Inc., parent company of
Taneytown Bank & Trust Company. Certain assets and liabilities of Royal,
principally the investment and loan portfolios aggregating $24 million and
$25 million, respectively, at July 31, 1995, will be excluded from the
transaction. Substantially all deposits, approximating $40 million at
July 31, 1995, loan servicing rights and certain other assets and liabilities
will be retained by Royal, as well as cash to be deposited by U.S.B. Holding
Co., Inc. or its wholly-owned subsidiary, Union State Bank, to fund the
deposits and liabilities, less assets retained. The definitive agreement for
the sale of all common stock of Royal was signed on August 25, 1995.
A copy of the press release announcing the signing of the definitive agreement
is filed as Exhibit 99 hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit is filed as part of this Current
Report on Form 8-K:
Description Exhibit_No.
Press Release of U.S.B. Holding
Co., Inc. issued September 1, 1995 99
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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.
U.S.B. HOLDING CO., INC.
By: S/Steven_T._Sabatini
Steven T. Sabatini
Executive Vice President, Finance
and Chief Financial Officer
Date: September 1, 1995
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EXHIBIT_INDEX
Exhibit_No. Description Sequential_Page_No.
99 Press Release of U.S.B. 5
Holding Co., Inc. issued
September 1, 1995
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FOR IMMEDIATE RELEASE FOR RELEASE TO THE PRESS
SEPTEMBER 1, 1995
Contact: Mr. Thomas E. Hales,
Chairman
(914) 365-4600
U.S.B. HOLDING CO., INC. ANNOUNCES SALE OF ITS
MARYLAND SUBSIDIARY BANK
Orangeburg, NY - Mr. Thomas E. Hales, Chairman of the Board, U.S.B. Holding Co.,
Inc., parent company of the Rockland/Westchester-based Union State Bank,
announced today that an agreement was signed on August 25, 1995, to sell its
Maryland subsidiary Bank. Subject to regulatory approvals, Royal Oak Savings
Bank, FSB, will be sold to Monocacy Bancshares, Inc., parent company of
Taneytown Bank and Trust Company, Taneytown, Maryland. The tentative
sales price of $7.6 Million is based on the level of deposits and certain
other assets and liabilities to be sold at the date of closing. This
transaction is expected to be completed by year-end 1995.
Royal Oak Savings Bank was formed by the merger of two former Maryland banks in
1991 by U.S.B. Holding co., Inc. Royal Oak's offices are located in
Randallstown and Eldersburg, MD. Royal Oak had $53 Million in assets as of July
31, 1995.
Mr. Hales commented that although the Maryland franchise had been profitable
from the first year of its chartering, the gain resulting from its sale will
best serve in supporting other initiatives of the Holding Company and its
primary subsidiary, Union State Bank.
