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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 19, 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 19, 1998, U.S.B. Holding Co., Inc. (the "Company") issued a press
release reporting that it had received approval for its acquisition of Tappan
Zee Financial, Inc. ("Tappan Zee")(the "Acquisition") by the Board of
Governors of the Federal Reserve Bank. On August 20, 1998, the Company
issued a press release reporting that it had received approval for the
Acquisition by the Office of Thrift Supervision and by the shareholders of
Tappan Zee. The press releases are attached hereto as Exhibits 99.1 and
99.2, and are 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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99.1 Text of press release, dated August 19,
1998, issued by U.S.B. Holding Co., Inc.
99.2 Text of press release, dated August 20,
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/ Steven T. Sabatini
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Name: Steven T. Sabatini
Title: Senior Executive Vice President and
Chief Financial Officer (principal
financial officer)
Date: August 21, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Steven T. Sabatini
Senior Executive V.P. &
Chief Financial Officer
U.S.B. Holding Co., Inc.
(914) 365-4615
Harry G. Murphy
Vice President and Secretary
Tappan Zee Financial, Inc.
(914) 631-0344
U.S.B. Holding Co., Inc. Acquisition of Tappan Zee Financial, Inc.
Approved by Board of Governors of the Federal Reserve System
Orangeburg, N.Y. (Business Wire) August 19, 1998 U.S.B. Holding Co., Inc.
(AMEX-UBH) ("USB"), which is the holding company for Union State Bank, today
announced that it has received approval from the Board of Governors of the
Federal Reserve System ("FRB") for the acquisition of Tappan Zee Financial,
Inc. (Nasdaq-TPNZ) ("Tappan Zee") and its wholly-owned subsidiary Tarrytowns
Bank, FSB ("Tarrytowns"). In connection with the acquisition, Tappan Zee
will be merged with and into USB, with USB as the surviving corporation, and
Tarrytowns will operate as a wholly-owned subsidiary of USB. The
shareholders of Tappan Zee will vote to approve the transaction at a meeting
to be held today.
Mr. Thomas E. Hales, President and Chief Executive Officer of both USB and
Union State Bank commented, "We are very pleased to have received
FRB regulatory approval. We are confident that the transaction will provide
long-term benefits for our customers and the communities that Union State
Bank and Tarrytowns serve."
Pending receipt of approval by shareholders of Tappan Zee and the Office of
Thrift Supervision ("OTS"), the closing of the transaction is scheduled to
occur on August 31, 1998. Under the terms of the Agreement and Plan of
Merger, dated as of March 6, 1998, by and between USB and Tappan Zee, each
Tappan Zee shareholder will receive USB common stock that is anticipated to
have a value of approximately $22.00 per share for each share of Tappan Zee
common stock. The exchange ratio will be finalized upon receipt of the
approval of the OTS. The transaction will be accounted for as a pooling-of-
interests under generally accepted accounting principles.
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Exhibit 99.2
FOR IMMEDIATE RELEASE Contact: Steven T. Sabatini
Senior Executive V.P. &
Chief Financial Officer
U.S.B. Holding Co., Inc.
(914) 365-4615
Harry G. Murphy
Vice President and Secretary
Tappan Zee Financial, Inc.
(914) 631-0344
U.S.B. Holding Co., Inc. Acquisition of Tappan Zee Financial, Inc.
Approved by Shareholders and Office of Thrift Supervision
Orangeburg, N.Y. (Business Wire) August 20, 1998 U.S.B. Holding Co., Inc.
(AMEX-UBH) ("USB"), which is the holding company for Union State Bank, today
announced that it has received approval from the Office of Thrift Supervision
for the acquisition of Tappan Zee Financial, Inc. (Nasdaq-TPNZ) ("Tappan
Zee") and its wholly-owned subsidiary Tarrytowns Bank, FSB ("Tarrytowns").
USB also announced that the acquisition was approved by the shareholders of
Tappan Zee at a Special Meeting held yesterday afternoon. In connection with
the acquisition, Tappan Zee will be merged with and into USB, with USB as the
surviving corporation, and Tarrytowns will operate as a wholly-owned
subsidiary of USB.
The closing of the transaction is scheduled to occur on August 31, 1998.
Under the terms of the Agreement and Plan of Merger, dated as of March 6,
1998, by and between USB and Tappan Zee, shareholders of Tappan Zee will
receive 1.12 shares of USB common stock for each share of Tappan Zee common
stock. The transaction will be accounted for as a pooling-of-interests under
generally accepted accounting principles.
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