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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
August 31, 1998
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Date of Report (Date of Earliest event reported)
U.S.B. Holding Co., Inc.
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Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-12811
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(Commission File Number)
36-3197969
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(IRS Employer Identification No.)
100 Dutch Hill Road
Orangeburg, New York 10962
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(Address of principal executive offices)
(914) 365-4600
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Registrant's telephone number, including area code
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Item 5. Other Events
On August 31, 1998, U.S.B. Holding Co., Inc. issued a press release
reporting that it had completed its acquisition of Tappan Zee Financial,
Inc. The press release is attached hereto as Exhibit 99 and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed herewith.
Exhibit No. Description of Exhibit
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99 Text of press release, dated August 31,
1998, issued by U.S.B. Holding Co., Inc.
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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.
U.S.B. HOLDING CO., INC.
By:/s/ Thomas E. Hales
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Name: Thomas E. Hales
Title: President and
Chief Executive Officer
Date: September 3, 1998
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Exhibit 99
USB UNION STATE BANK
100 Dutch Hill Road Orangeburg, NY 10962 (914) 365-4600
FOR IMMEDIATE RELEASE Contact: Steven T. Sabatini
Senior Executive V.P. &
Chief Financial Officer
U.S.B. Holding Co., Inc.
(914) 365-4615
U.S.B. HOLDING CO., INC. COMPLETES ACQUISITION OF
TAPPAN ZEE FINANCIAL, INC.
Orangeburg, NY, (PR Newswire) August 31, 1998 - U.S.B. Holding Co., Inc.
(AMEX-UBH) ("USB"), which is the holding company for Union State Bank, today
announced the successful completion of the acquisition of Tappan Zee
Financial, Inc. (Nasdaq - TPNZ) ("Tappan Zee") and its wholly-owned
subsidiary Tarrytowns Bank, FSB ("Tarrytowns"). As a result of the
acquisition, Tappan Zee was merged with and into USB and Tarrytowns is
operating as a wholly-owned subsidiary of USB.
Under the terms of the merger agreement, each share of Tappan Zee common
stock, par value $0.01, has been converted into 1.12 shares of USB common
stock, par value $0.01 per share. Tappan Zee shareholders will receive
exchange materials from USB within the next several days which describe the
procedures for exchanging their Tappan Zee stock certificates for USB stock
certificates. The transaction will be accounted for as a pooling-of-interests
under generally accepted accounting principles.
Union State Bank is a full service community commercial bank with twenty-one
locations in Rockland and Westchester Counties. Tarrytowns is a federally
chartered savings bank with two locations in Westchester County.
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