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As filed with the Securities and Exchange Commission on March 29, 1996
Registration No. 33-48188
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________
HUDSON CHARTERED BANCORP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 14-1668718
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
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ROUTE 55, P.O. BOX 310
LAGRANGEVILLE, NEW YORK 12540
(914) 471-1711
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
T. JEFFERSON CUNNINGHAM III, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
HUDSON CHARTERED BANCORP, INC.
ROUTE 55, P.O. BOX 310
LAGRANGEVILLE, NEW YORK 12540
(914) 471-1711
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO: STEVEN KAPLAN, ESQUIRE, ARNOLD & PORTER
555 12TH STREET, N.W.
WASHINGTON, D.C. 20004-1202
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ X ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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[Hudson Chartered's Letterhead]
April 1, 1996
Dear Stockholder:
We are pleased to send you this Prospectus describing the Hudson
Chartered Bancorp, Inc. (the "Corporation") revised Dividend Investment and
Stock Purchase Plan (the "Plan") as currently in effect.
The Plan offers the Corporation's stockholders the opportunity to
purchase shares of the Corporation's Common Stock with automatically
reinvested dividends and/or optional cash payments of up to $5,000 per
quarter. Shares are purchased at a price equal to their market value
determined in accordance with the terms of the Plan. No brokerage
commissions, fees or service charges are paid by participants in connection
with purchases under the Plan.
The Plan is completely voluntary. If you are already a participant in
the Plan, you do not need to complete a new Shareholder Authorization Card in
order to continue to participate, unless you would like to make any changes
to the terms of your participation. If you wish to participate in the Plan,
complete, sign and return the enclosed Shareholder Authorization Card. If
you decide not to participate in the Plan, you will continue to receive your
dividends in cash, if and when declared.
The accompanying prospectus presents the details of the Plan. Please
read this prospectus carefully. It should answer most questions you may have
about the Plan. If you have additional questions, please call The First
National Bank of Boston, the Plan Administrator, at 1-800-730-4001.
The Board of Directors of the Corporation wishes to take this opportunity
to thank stockholders for their continued support and investment in the
Corporation.
Sincerely,
T. Jefferson Cunningham, III John C. VanWormer
Chairman and Chief Executive Officer President
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PROSPECTUS
HUDSON CHARTERED BANCORP, INC.
DIVIDEND INVESTMENT AND STOCK PURCHASE PLAN
500,000 Shares of Common Stock
(par value $.80 per share)
__________
This Prospectus relates to 500,000 shares of common stock, par value $.80
per share (the "Common Stock"), of Hudson Chartered Bancorp, Inc. (the
"Corporation"), being offered hereby to the stockholders of the Corporation
in connection with the Corporation's Dividend Investment and Stock Purchase
Plan (the "Plan"), as currently in effect. The Plan offers holders of the
Corporation's Common Stock the opportunity to purchase shares of Common Stock
with automatically reinvested dividends on all or a portion of their shares
of stock of the Corporation and/or to purchase shares of Common Stock by
making optional cash payments of up to $5,000 per quarter, in either case
without payment of any brokerage commissions or service charges.
The price of shares of Common Stock purchased with reinvested dividends
and optional cash payments will be the market value of the Common Stock,
determined as provided in the Plan.
Beneficial owners interested in participating in the Plan indirectly
through brokers or nominee shareholders should contact their brokers or
nominee shareholders to determine whether, and to what extent, such indirect
participation is available to them.
Shareholders already enrolled in the Plan will continue to be enrolled
unless they notify The First National Bank of Boston, in its capacity as
Administrator for the Plan, that they wish to withdraw from participation
(see "Description of the Plan"). Shareholders who have not participated in
this Plan under the reinvestment option and who do not now wish to
participate in the Plan will continue to receive dividends in cash, if and
when declared.
This Prospectus relates to shares of Common Stock of the Corporation
registered for sale under the Plan. It is suggested that this Prospectus be
retained for future reference.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________
The date of this Prospectus is April 1, 1996.
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AVAILABLE INFORMATION
The principal executive offices of the Corporation are located at Route
55, LaGrangeville, New York 12540. Its telephone number is (914) 471-1711.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission ("SEC"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, as well as the following SEC Regional Offices:
7 World Trade Center, Suite 1300, New York, New York 10048, and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies may be obtained
at prescribed rates by writing to the SEC, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549.
The Corporation has filed with the SEC a Registration Statement on Form
S-3 (File No. 33-48188) under the Securities Act of 1933, as amended, with
respect to the Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, in accordance
with the rules and regulations of the SEC. Such information may be inspected
and copies obtained at the public reference facilities maintained by the SEC
at the addresses set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC by the Corporation are
incorporated in this Prospectus by reference: (a) Annual Report on Form 10-K
for the fiscal year ended December 31, 1995; and (b) the description of the
Common Stock contained in the Corporation's Registration Statement under
Section 12 of the Exchange Act, and any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON SUCH PERSON'S
WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED
HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO: HUDSON CHARTERED BANCORP, INC., ROUTE 55,
P.O. BOX 310, LAGRANGEVILLE, NEW YORK, 12540 ATTENTION: PAUL A. MAISCH (TEL.
(914) 471-1711).
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USE OF PROCEEDS
The Corporation has no basis for estimating precisely either the number
of shares of Common Stock that ultimately may be sold pursuant to the Plan,
or the prices at which such shares will be sold. However, the Corporation
proposes to use the net proceeds from the sale of shares of Common Stock
pursuant to the Plan, when and as received, for general corporate purposes,
which may include investments in, or extensions of credit to, the
Corporation's subsidiaries. The amounts and timing of the application of
proceeds will depend upon the funding requirements of the Corporation and its
subsidiaries and the availability of other funds.
DESCRIPTION OF THE PLAN
PURPOSE OF THE PLAN
The purpose of this Plan is to provide Shareholders with a convenient and
economical method of increasing their equity ownership in the Corporation by
investing cash dividends and/or optional cash payments in shares of Common
Stock, without payment of any brokerage commission, service charge or other
expense. Since the shares are purchased directly from the Corporation, the
Corporation will receive additional funds for its general corporate purposes.
See "Use of Proceeds." Those shareholders who do not wish to participate in
the Plan will continue to receive dividends in cash, if and when declared.
ELIGIBILITY AND THE SHAREHOLDER AUTHORIZATION CARD
All Shareholders are eligible to participate in the Plan. If the Common
Stock is owned beneficially but not of record, a Shareholder who desires to
become a Participant must make appropriate arrangements for the record holder
of such stock to either become a Participant on behalf of the beneficial
owner or transfer the stock to the name of the Shareholder.
A Shareholder becomes a Participant upon completion and return of the
Shareholder Authorization Card to the Plan Administrator. Shareholders may
become Participants at any time. Any Shareholder who does not elect to
participate in the Plan will continue to receive any dividends declared by
the Board of Directors in cash (or in stock if the Board of Directors
declares a stock dividend) and may not make any optional cash payments to
the Plan for the purchase of Common Stock under the Plan. A Shareholder
already participating in the Plan will continue to participate in the Plan
without further action on his part to the extent previously authorized by
such Shareholder unless such Shareholder gives notice to the Corporation that
he wishes to withdraw from the Plan or unless such Shareholder submits a new
Shareholder Authorization Card changing the nature and extent of his
participation in the Plan.
The Shareholder Authorization Card allows you to indicate how you wish to
participate in the Plan. You may elect to reinvest dividends paid on all or
a specified number of your shares of Common Stock. In each case, you will
have the option of purchasing additional Common Stock with optional cash
payments.
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The Shareholder Authorization Card also permits you to elect to make
optional cash payments to purchase shares of Common Stock while not having
dividends on shares held or accumulated under the Plan reinvested in shares
of Common Stock.
If a signed Shareholder Authorization Card is returned to the Plan
Administrator without any of the boxes checked, the Shareholder will be
enrolled under the "Full Dividend Reinvestment" option.
CREDITING OF ACCOUNTS
Except as may otherwise be determined by the Corporation, if a completed
Shareholder Authorization Card is received by the Plan Administrator on or
before the Record Date for the next dividend payment, such dividends will be
reinvested in shares of Common Stock under this Plan to the extent indicated
on the Shareholder Authorization Card. Subsequent dividends on the
Participant's shares of Common Stock will be reinvested in shares of Common
Stock under this Plan until he withdraws from participation in the Plan, he
submits a revised Shareholder Authorization Card, or his shares in the Plan
are transferred to a new record holder. The Participant's account (the
"Account") shall be credited with such Common Stock as of the date cash
dividends are paid to shareholders of record (generally the 15th day of
April, July, October and January). Further, optional cash payments will be
invested on the dividend payment date. The date on which dividends are
reinvested and/or optional cash payments are invested may be referred to
herein as the "Investment Date."
Except as may otherwise be determined by the Corporation, if a
Shareholder Authorization Card is received by the Plan Administrator after
the Record Date but before the Investment Date for a dividend payment,
dividends paid pursuant to such Record Date shall not be reinvested under the
Plan and dividend reinvestment will commence with the next Investment Date.
If a Participant makes any optional cash payments under the Plan, the
Corporation will apply such payments to the purchase of shares of Common
Stock for the Participant's Account as described under "Optional Cash
Payments" below.
Dividends payable on shares of Common Stock held under the Plan will be
reinvested in additional shares of Common Stock and credited to the
Participant's Account, unless the Participant elects only to make optional
cash payments, rather than electing the full or partial dividend reinvestment
options.
NUMBER OF SHARES CREDITED TO PARTICIPANT'S ACCOUNT
If you participate in the Plan, the number of shares to be purchased
depends on the amount of your dividends, optional cash payments, or both, and
the market price of the Common Stock. Your account will be credited with
that number of shares, including fractional interests computed to three
decimal places, equal to the total amount to be invested, divided by the
applicable purchase price per share.
The price of shares purchased under the Plan with reinvested dividends
and optional cash payments will be the average of the last reported sale
prices of the Common Stock on the Nasdaq National Market System on the five
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trading days immediately preceding the Investment Date, as reported in THE
WALL STREET JOURNAL or other authoritative sources.
No purchases may be made at a price less than the par value of the Common
Stock ($.80 par value). In this event, any optional cash payments received
or dividends payable, and not previously invested, will be returned or
forwarded to Participants.
OPTIONAL CASH PAYMENTS
Each Participant in the Plan may invest quarterly in shares of Common
Stock under the Plan by making optional cash payments. The minimum optional
cash payment is $100 per quarter and the maximum optional cash payment by a
Participant is $5,000 per quarter. The Corporation reserves the right, in
its sole discretion, to determine who is an owner for purposes of the
foregoing restrictions, and, without limitation, to determine whether
optional cash payments by any particular owner aggregate more than $5,000 in
any quarter. The Corporation may require evidence satisfactory to it in its
sole discretion to demonstrate compliance with the $5,000 limitation.
The same amount of the optional cash payment need not be invested each
quarter by a Participant, and a Participant is not under any obligation at
any time to make any optional cash payment. All shares of Common Stock
purchased with a Participant's optional cash payments shall be credited to
the Participant's Account and shall thereafter be subject to the terms of
this Plan.
If a Shareholder elects to reinvest dividends on all or a portion of his
stock, dividends on stock purchased through optional cash payments will also
be reinvested in shares of Common Stock. If the Participant elects only to
make optional cash payments, rather than electing the full or partial
dividend reinvestment options, dividends on shares acquired through optional
cash payments will not be reinvested in shares of Common Stock.
An optional cash payment may be made by enclosing a check or money order
with the Shareholder Authorization Card upon enrollment in the Plan, or
thereafter by forwarding a check or money order to the Plan Administrator
with a payment form provided by the Plan Administrator identifying the
Participant and the purpose of the funds. Checks and money orders must be
made payable to "The First National Bank of Boston, Plan Administrator" and
sent to the address set forth under "Administration of the Plan" below.
The price per share of Common Stock acquired with the optional cash
payments shall be the average of the last reported sale prices of the Common
Stock on the Nasdaq National Market System on the five trading days
immediately preceding the Investment Date. Fractional shares shall be
computed to three decimal places and shall be credited to the Account of the
Participant.
NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS. Optional cash
payments will be invested on the Investment Date (generally, the 15th day of
April, July, October and January). Accordingly, it is recommended that any
optional cash payment be sent so as to be received by the Plan Administrator
after the 15th of March, June, September, and December but not later than the
10th day of the following April, July, October and January, respectively, to
ensure that such payment will be invested. Any optional cash payment
received
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by the Plan Administrator more than 30 days prior to an Investment Date and
after the 10th day of the following April, July, October and January will be
returned to the sending Participant.
Any optional cash payment will be refunded if a written request for such
refund is received by the Plan Administrator no later than two business days
prior to the Investment Date on which the optional cash payment would
otherwise have been invested.
VOTING OF STOCK
If on the record date for a meeting of shareholders there are shares
credited to a Participant's Account under the Plan, the Participant will be
sent the proxy material for such meeting. A Participant will be entitled to
one vote for each whole share of Common Stock credited to his Account. The
Participant may vote by proxy or in person at any such meeting.
STATEMENTS OF ACCOUNT AND OTHER INFORMATION
As soon as practicable after each Investment Date, each Participant will
receive a statement of his Account. THESE STATEMENTS WILL PROVIDE A RECORD
OF THE COST OF PURCHASE UNDER THE PLAN AND SHOULD BE RETAINED FOR TAX
PURPOSES. In addition, each Participant will receive copies of the
Corporation's annual and quarterly reports to shareholders, proxy statements
and information for income tax reporting purposes.
EXPENSES OF ADMINISTRATION
Participants will not be charged brokerage commissions or service charges
in connection with purchases of shares of Common Stock under the Plan. All
administrative expenses of the Plan will be paid by the Corporation. See
"Termination of Participation in the Plan" concerning Participant expenses in
connection with the sale of shares of Common Stock by the Plan Administrator.
CERTIFICATES FOR STOCK
Unless requested, separate certificates for shares of Common Stock
purchased under the Plan will not be issued to Participants. Shares
purchased under the Plan will be issued to and held by a nominee of the Plan
Administrator. The number of shares purchased for a Participant's Account
under the Plan will be shown on the statement of account. This feature
protects against loss, theft or destruction of stock certificates.
Certificates for full shares of Common Stock credited to a Participant's
Account shall be issued to a Participant upon his withdrawal from the Plan
(under the provisions described below), upon the termination of the Plan by
the Corporation (see "Termination by the Corporation") or upon a
Participant's written request. A shareholder may withdraw all or a portion
of the shares of Common Stock held in his Account by writing to the Plan
Administrator and specifying the number of shares to be withdrawn.
Certificates for which shares of Common Stock are so withdrawn shall be
issued to the Participant. In no case will certificates representing
fractional interests be issued. Fractional interests in shares of Common
Stock held in the Participant's Account, if any, shall be redeemed by the
Corporation at the current market value for cash upon full withdrawal or
termination.
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SAFEKEEPING OF SHARES
Shareholders who elect to participate in the Plan may, but are not
required to, send any or all of their certificates for shares of Hudson
Chartered stock held in their possession to the Plan Administrator for
safekeeping at no cost. Certificates for shares for which dividend
reinvestment is elected, as well as certificates for shares for which
dividend reinvestment is not elected, may be submitted for safekeeping.
Any certificates submitted for safekeeping should be sent to the address
indicated on the Shareholder Authorization Card by registered or certified
mail, return receipt requested. Participants should transmit any unendorsed
certificates for which they desire this safekeeping service to the Plan
Administrator accompanied by a letter of instruction. Certificates for
shares received by the Administrator will be combined with those full and
fractional interests acquired under the Plan and held by the Plan
Administrator. Shortly thereafter, the Participant will receive a statement
showing his combined holdings.
If a Shareholder terminates his participation in the Plan, the Plan
Administrator will no longer hold the Shareholder's certificates for
safekeeping, and such shares will be returned to the Shareholder. See
"Termination of Participation in the Plan" below.
TERMINATION OF PARTICIPATION IN THE PLAN
Participation in the Plan is entirely voluntary, and a Participant may
request to terminate his participation in the Plan at any time by notifying
the Plan Administrator in writing. Upon termination of participation in the
Plan, the Participant will receive certificates for full shares of Common
Stock then held in his Account. Any fractional shares in the Participant's
Account shall be redeemed by the Corporation for cash.
Shareholders who elect to discontinue dividend reinvestment but who wish
to continue to have the Plan Administrator hold their shares for safekeeping
must continue to be Participants in the Plan. In order to continue to
participate in the Plan but not to have dividends reinvested, a Shareholder
would need to change his election and participate through optional cash
payments only. See "Safekeeping of Shares."
If the request to terminate participation is received on or after the
Record Date for a dividend payment and the withdrawing Participant has
elected to reinvest dividend payments on his shares of Common Stock in shares
of Common Stock, the request will not be effective until such dividend has
been reinvested and the shares purchased have been credited to the
Participant's Plan account. Otherwise, such dividend shall be paid in cash
to the Participant. The request to terminate participation will then be
processed promptly following such Investment Date. Thereafter, all dividends
will be paid in cash (or in stock dividends if so declared by the Board of
Directors) to the Shareholder who terminates participation in the Plan. A
Shareholder may elect again to become a Participant at any time.
If a Participant disposes of any or all of his shares of Common Stock
registered in his name other than shares of Common Stock credited to the
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Participant's Account under the Plan, such shares of Common Stock credited
under the Plan shall continue to be administered under the provisions of the
Plan until the Participant notifies the Corporation of his withdrawal. The
shares of Common Stock transferred to a new owner that were previously
registered in the Participant's name shall cease to be governed by the
provisions of this Plan upon the transfer of ownership on the Corporation's
records, unless such new owner is also a Participant in the Plan with respect
to such shares.
A Participant may request that the Plan Administrator sell some or all of
the shares held in the Participant's Account. The Plan Administrator will
sell the shares as soon as practicable following receipt of an appropriate
written request. Following such sale, the Plan Administrator will remit the
proceeds to the Participant less brokerage commissions and any applicable
taxes.
STOCK DIVIDEND OR STOCK SPLIT
Any shares of Common Stock issued in connection with a stock dividend or
stock split on Common Stock held under the Plan will be distributed by the
Corporation and added to Participants' Accounts under the Plan.
Following the declaration of a stock dividend or stock split by the
Corporation, a statement will be sent to each Participant indicating the
number of shares of Common Stock credited to his Account under the Plan as a
result of such stock dividend or stock split. The information regarding the
stock dividend or stock split may be incorporated into the Participant's
statement of Account.
FEDERAL TAX INFORMATION
Generally, distributions by the Corporation to shareholders will be taxed
as ordinary dividend income. The Internal Revenue Service has ruled that
shareholders participating in dividend reinvestment plans similar to the Plan
are treated for federal income tax purposes as having received a taxable
stock distribution equal to the fair market value of the amount of stock
purchased with reinvested dividends. To the extent distributions made by the
Corporation to its shareholders are treated as made from the Corporation's
earnings and profits, the distributions will be dividends taxable as ordinary
income. The Corporation has sufficient earnings and profits that
participating shareholders can expect that the full amount of any
distribution under the Plan will be taxable as a dividend. Accordingly,
Participants who purchase shares under the Plan through dividend reinvestment
generally will recognize income in an amount equal to the fair market value
of a share of Common Stock on the Investment Date multiplied by the number of
shares purchased (including any fractional share). The tax basis for shares
purchased under these circumstances will be equal to the fair market value of
the shares on the Investment Date. The holding period for such shares will
commence on the day after the Investment Date.
The Internal Revenue Service also has ruled that purchases of stock with
voluntary cash payments under a dividend reinvestment plan that contained
provisions substantially similar to those for voluntary cash payments under
the Plan did not result in income to participants making such purchases.
Accordingly, Participants who purchase Common Stock under the Plan with
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voluntary cash payments should not recognize income in connection with such
purchases. The tax basis of shares purchased under these circumstances will
be equal to the purchase price. The holding period for such shares will
commence on the day after the Investment Date.
In the case of any shareholder for whom federal income tax withholding on
dividends is required and in the case of a foreign shareholder whose income
is subject to federal income tax withholding, the Corporation will reinvest
dividends net of the amount of tax required to be withheld.
Dividends reinvested under the Plan by corporate shareholders may be
eligible for the dividends-received deduction.
A Participant whose fractional interest in a share of Common Stock is
liquidated for cash under the Plan generally will recognize capital gain or
loss in an amount equal to the difference between the cash payment and the
Participant's tax basis in the fractional interest. Whether any such gain or
loss will be taxed as long-term or short-term capital gain or loss will
depend upon the Participant's holding period.
The foregoing summary of certain federal income tax consequences is
general and does not purport to cover every situation. Moreover, it does not
include a discussion of state and local income tax consequences of
participation in the Plan. Participants should consult their own tax
advisers regarding the federal, state and local tax consequences in their
particular circumstances.
TERMINATION BY THE CORPORATION
Although the Corporation intends to continue the Plan in the future, the
Corporation reserves the right to amend, suspend, modify, or terminate the
Plan at any time. Written notice of any such amendment, suspension,
modification, or termination will be sent by the Corporation to Participants,
but the absence of notification will not affect the effectiveness of the
suspension, termination or modification.
ADMINISTRATION OF THE PLAN
The First National Bank of Boston ("Plan Administrator") administers the
Plan as agent for Participants, and in such capacity performs various duties
relating to the Plan. Telephone inquiries regarding the Plan should be
directed to the Plan Administrator at 1-800-730-4001. All correspondence
relating to the Plan should include your account number and/or social
security number and should be directed to:
The First National Bank of Boston
P.O. Box 1681
M.S. 45-01-06
Boston, Massachusetts 02021
The Plan Administrator receives the Participants' dividend payments and
optional cash payments, invests such amounts in additional shares of Common
Stock, maintains continuing records of each Participant's Account, and
advises
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Participants as to all transactions in and the status of their Accounts. The
Plan Administrator acts in the capacity of agent for the Participants.
All notices from the Plan Administrator to a Participant will be
addressed to the Participant at his last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of
record will satisfy the Plan Administrator's duty of giving notice to such
Participant. Therefore, Participants must promptly notify the Plan
Administrator of any change of address.
The Plan Administrator and the Corporation will not be liable for any act
or omission to act done in good faith, including, without limitation, any
claim for liability arising out of failure to terminate a Participant's
account upon such Participant's death prior to receipt of written notice of
such death. The Plan Administrator and the Corporation shall have no duties,
responsibilities or liabilities except such as are expressly set forth in the
Plan.
The Corporation cannot assure the Participant of a profit or protect him
against a loss on the shares credited to his Account under the Plan. No
provision in the Plan shall be construed as any assurance by the Corporation
that dividends will be declared by the Board of Directors in the future.
The Corporation may adopt rules and procedures for the administration of
the Plan, interpret the provisions of the Plan and make any necessary
determinations relating thereto. Any such rules, procedures, interpretations
and determinations shall be final and binding. The Plan will be governed by
the laws of the State of New York, and by any applicable federal tax or
securities laws.
LEGAL OPINION
A legal opinion to the effect that the shares of Hudson Chartered Common
Stock offered hereby have been duly authorized and, when issued or sold and
paid for in accordance with the terms of the Plan and for consideration of
not less than $.80 per share, will be validly issued, fully paid and
nonassessable under the New York Business Corporation Law has been rendered
by the law firm of Van DeWater & Van DeWater, Poughkeepsie, New York. As of
March 1, 1996, Van DeWater & Van DeWater owned 924 shares of Common Stock.
Edward vK. Cunningham, Jr., of counsel to Van DeWater & Van DeWater, is Vice
Chairman of the Board of the Corporation, and a director of First National
Bank of the Hudson Valley, a subsidiary of the Corporation. As of such date,
Mr. Cunningham beneficially owned 6,739 shares of Common Stock, was a trustee
of trusts which held an aggregate of 19,145 shares of Common Stock, and was
Chairman of the Board, President and a shareholder of The George Gale Foster
Corporation, which owned 471,818 shares of Common Stock. As of the same
date, another partner in Van DeWater & Van DeWater owned 566 shares of Common
Stock and an of counsel to Van DeWater & Van DeWater owned 5,075 shares of
Common Stock and was a trustee of a trust which held 440 shares of Common
Stock.
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<PAGE>
EXPERTS
The consolidated financial statements of Hudson Chartered as of December
31, 1995 and 1994 and for each of the three years ended December 31, 1995,
included in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995, incorporated herein by reference, have been audited by
Deloitte & Touche LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
financial statements are incorporated herein in reliance upon the reports of
Deloitte & Touche LLP pertaining to such financial statements given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Community Bancorp, Inc. for the
year ended December 31, 1993, included in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1995, incorporated herein by
reference, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein in reliance
upon the reports of Ernst & Young LLP pertaining to such financial statements
given upon the authority of such firm as experts in accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been examined to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so examined and consent to
incorporation by reference is given, will be incorporated herein by reference
in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.
- 11 -
<PAGE>
===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION
SINCE ANY OF THE DATES AS OF WHICH INFORMATION IS FURNISHED HEREIN OR SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.
TABLE OF CONTENTS
PAGE
Available Information.......................................
Incorporation of Certain Documents by Reference.............
Use of Proceeds.............................................
Description of the Plan.....................................
Legal Opinion...............................................
Experts.....................................................
__________
HUDSON CHARTERED BANCORP, INC.
Dividend
Investment and
Stock Purchase Plan
500,000 SHARES
COMMON STOCK
(PAR VALUE $.80 PER SHARE)
----------
PROSPECTUS
----------
APRIL 1, 1996
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721 and 722 of the New York Business Corporation Law ("NYBCL")
provide for indemnification of directors and officers. Section 721 of the
NYBCL provides that the statutory provisions under New York law are not
exclusive of any other rights to which a director or officer seeking
indemnification would be entitled.
Section 722 of the NYBCL provides that a corporation may indemnify a
director or officer of the corporation who is made a party, or threatened to
be made a party, in a civil or criminal proceeding arising out of activities
undertaken at the request of the corporation (including action on behalf of
another corporation, partnership, joint venture, trust, employee benefit plan
or other business enterprise) against judgments, fines, amounts paid in
settlement and reasonable expenses, if the director or officer acted in good
faith for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation, partnership, joint venture, trust,
employee benefit plan or other business enterprise, not opposed to, the best
interests of the corporation. To be indemnified with respect to criminal
proceedings, the director or officer must also have had no reasonable cause
to believe that his or her conduct was unlawful. In the case of a claim by
or in the right of the corporation (including stockholder derivative suits),
there is no indemnification under New York law for threatened actions or a
pending action otherwise settled or disposed of, and no indemnification of
expenses is permitted, if the director or officer is adjudged liable to the
corporation, unless and only to the extent a court determines that, despite
such adjudication but in view of all the circumstances, such indemnification
is nonetheless proper.
The Registrant has entered into indemnification agreements with certain
of its officers and directors. Article V of the Registrant's Bylaws provides
that the Registrant shall indemnify its officers and directors to the fullest
extent permitted by law. In all other situations, the Registrant may
indemnify persons whom it is empowered to indemnify pursuant to the NYBCL.
The indemnification agreements provide for indemnification of directors
to the fullest extent permitted by law and cover any and all expenses
(including attorneys' fees and all other costs and obligations), judgments,
fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection therewith)
incurred in connection with investigating, defending, being a witness or
participating in (including on appeal), or preparing to defend, be a witness
in or participate in, any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether civil, criminal,
administrative or otherwise (a "proceeding"), related to the fact that such
director is or was a director, officer, employee, agent or fiduciary of the
Registrant or is or was serving at the request of the Registrant as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
or by reason of an act or omission to act by such director in any such
capacity.
Indemnification would not, however, be available under the
indemnification agreements if a person or body appointed by the Registrant's
Board of Directors who is not a party to the proceeding for which
indemnification is sought and who may be or consist of one or more members of
II-1
<PAGE>
the Board of Directors (or independent legal counsel) determines that such
indemnification is not permitted under applicable law and such determination
is not successfully challenged before a court. A director would also not be
entitled to indemnification under the indemnification agreements in
connection with a proceeding initiated by such director unless the Registrant
has joined in or consented to the initiation of such proceedings.
The indemnification agreements also provide for the prompt advancement of
all expenses incurred in connection with any proceeding and obligate the
director to reimburse the Registrant for all amounts so advanced if it is
subsequently determined, as provided in the indemnification agreements, that
the director is not entitled to indemnification.
In the event that the person or body appointed by the Registrant's Board
of Directors determines that the director would not be permitted to be
indemnified under applicable law (and is therefore not entitled to
indemnification under the indemnification agreements), the indemnification
agreements provide that the director may seek a judicial determination of his
or her right to indemnification. The indemnification agreements further
provide that the director is entitled to indemnification for, and advancement
of, all expenses (including attorneys' fees) incurred in any proceeding
seeking to collect from the Registrant on an indemnity claim for advancement
of expenses under the indemnification agreements, the Registrant's Bylaws, or
otherwise, or in seeking to recover under a directors' and officers'
liability insurance policy, whether or not the director is successful.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The exhibits filed as part of this Registration Statement are as follows:
Exhibit
Number Description
------- -----------
4.1 Hudson Chartered Bancorp, Inc. Dividend Investment
and Stock Purchase Plan is set forth in full in the
Prospectus, to which reference is made.
4.2 Dividend Investment and Stock Purchase Plan
Authorization Card.
5 Opinion of Van DeWater & Van DeWater, with respect
to the validity of the Common Stock being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of Van DeWater & Van DeWater (contained in
their opinion filed as Exhibit 5 hereto).
24.1 Powers of Attorney of certain officers and directors
of the Corporation. Previously included in the
signature pages at II-3 of Post-Effective Amendment
No. 2 to the Registration Statement.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and the Registrant has duly
caused this amended Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Town of LaGrange, State of New
York, on March 28, 1996.
HUDSON CHARTERED BANCORP, INC.
By: /S/ T. JEFFERSON CUNNINGHAM III
-------------------------------
T. Jefferson Cunningham III
Chairman of the Board and Chief
Executive Officer
(DULY AUTHORIZED REPRESENTATIVE)
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed below by the following persons in the
capacities indicated on March 28, 1996.
Signature Title
/S/ T. JEFFERSON CUNNINGHAM III Chief Executive Officer and
T. Jefferson Cunningham III Director (Principal Executive Officer)
/S/ PAUL A. MAISCH Chief Financial Officer
Paul A. Maisch (Principal Financial and
Accounting Officer)
John C. VanWormer
Robert M. Bowman
H. Todd Brinckerhoff
Edward vK. Cunningham, Jr.
Tyler Dann
Robert R. Fraleigh
R. Abel Garraghan * A majority of the Directors
Robert V. Lindsay
Warren R. Marcus
Robert J. Marvin
Jack A. McEnroe
Robert C. Patrick
Lewis J. Ruge
By /S/ T. JEFFERSON CUNNINGHAM III
----------------------------------------------
(T. Jefferson Cunningham III, Attorney-in-Fact)
Date: March 28, 1996
II-3
<PAGE>
EXHIBIT INDEX
Exhibit 4.1 Hudson Chartered Bancorp, Inc. Dividend Investment and Stock
Purchase Plan is set forth in full in the Prospectus, to
which reference is made.
Exhibit 4.2 Dividend Investment and Stock Purchase Plan Authorization
Card. Filed herewith.
Exhibit 5 Opinion of Van DeWater & Van DeWater with respect to the
validity of the Common Stock being registered. Filed herewith.
Exhibit 23.1 Consent of Ernst & Young LLP, independent auditors.
Filed herewith.
Exhibit 23.2 Consent of Deloitte & Touche LLP, independent auditors.
Filed herewith.
Exhibit 23.3 Consent of Van DeWater & Van DeWater (contained in their
opinion filed as Exhibit 5 hereto).
Exhibit 24.1 Powers of Attorney of certain officers and directors of the
Corporation. Previously included in the signature pages at
II-3 of Post-Effective Amendment No. 2 to the Registration
Statement.
<PAGE>
Exhibit 4.2
[Hudson Chartered Logo]
RETURN THIS CARD ONLY IF YOU WISH TO PARTICIPATE
HUDSON CHARTERED BANCORP, INC.
DIVIDEND INVESTMENT AND STOCK PURCHASE PLAN
SHAREHOLDER AUTHORIZATION CARD
To participate in the Hudson Chartered Bancorp, Inc. Dividend Investment and
Stock Purchase Plan ("Plan") as set forth in the accompanying Prospectus,
please fill out this Shareholder Authorization Card and return it in the
envelope provided to The First National Bank of Boston, P.O. Box 1681, M.S.
45-01-06, Boston, Massachusetts 02021. Please address all inquiries
concerning the Plan to The First National Bank of Boston at the address
above, or at 1-800-730-4001.
Indicate your preference by checking one of the boxes below.
1. | | FULL DIVIDEND REINVESTMENT --
Reinvest cash dividends on all shares of common stock that
I/we own. I/we may also make optional payments.
2. | | PARTIAL DIVIDEND REINVESTMENT --
Send me/us dividends in cash on ________ shares of common stock
and reinvest cash dividends on the rest of my/our shares.
I/we may also make optional payments. Enter a specific number
of shares.
3. | | OPTIONAL CASH PAYMENTS ONLY --
Send me/us all dividends in cash and invest any optional cash
payments in shares of common stock.
OPTIONAL CASH PAYMENT ENCLOSED $__________
(An Optional Cash Payment may be made at the time of enrollment.)
This authorization card must be signed by all registered owners of the shares
with respect to which it is to apply. Participation in the Plan is subject
to the terms set forth in the accompanying Prospectus. This authorization
may be modified or revoked by notifying the Plan Administrator in writing.
Such change would become effective at the time set forth in the Plan.
<PAGE>
_________________________________ _________
Signature of Shareholder Date
_________________________________ _________
Signature of Shareholder Date
INVESTMENT OPTIONS UNDER THE PLAN
FULL DIVIDEND REINVESTMENT - The dividends on all Hudson Chartered Bancorp,
Inc. shares of common stock will be reinvested to purchase shares of common
stock. You may also make optional cash purchases at any time in amounts not
less than $100 or more than $5,000 per quarter. Dividends on shares
purchased with optional cash payments will be reinvested to purchase common
stock.
PARTIAL DIVIDEND REINVESTMENT - The dividends on less than all Hudson
Chartered Bancorp, Inc. shares may be reinvested to purchase shares of common
stock. For example, if you own 300 shares of common stock and want to
receive cash dividends on 200 shares of common stock, check box number 2 and
fill in 200 on the blank line preceding common stock. Cash dividends on
these 200 shares will be mailed to you and the dividends on your remaining
shares will be reinvested to purchase common stock. The cash dividend you
wish to receive must be on full shares. You may also make optional cash
purchases at any time in amounts not less than $100 or more than $5,000 per
quarter. Dividends on shares purchased with optional cash payments will be
reinvested to purchase common stock.
OPTIONAL CASH PAYMENTS ONLY - You may make optional payments without
reinvesting dividends on your shares. The total of all optional cash
payments may not exceed $5,000 per quarter. Dividends on shares purchased
with optional cash payments will not be reinvested to purchase common shares
under this option.
THIS IS NOT A PROXY. DO NOT RETURN THIS FORM UNLESS YOU INTEND TO
PARTICIPATE IN THE PLAN SINCE THIS FORM AUTHORIZES THE FIRST NATIONAL BANK OF
BOSTON TO ENROLL YOUR ACCOUNT IN THE PLAN. IF THE CARD IS SIGNED BUT NO BOX
IS CHECKED, YOU WILL BE ENROLLED UNDER THE FULL DIVIDEND REINVESTMENT OPTION.
IF NO CLASS OF STOCK IS SPECIFIED, ALL CLASSES OF STOCK HELD IN YOUR ACCOUNT
WILL BE ENROLLED.
<PAGE>
Exhibit 5
[VAN DEWATER AND VAN DEWATER LETTERHEAD]
March 25, 1996
Hudson Chartered Bancorp, Inc.
Route 55
LaGrangeville, New York 12540
Gentlemen:
Reference is made to the Post Effective Amendment No. 3 to the
Registration Statement on Form S-3 (Registration No. 33-48188) ("Registration
Statement") of Hudson Chartered Bancorp, Inc., a New York corporation
("HCB"), with respect to 500,000 shares of $0.80 par value common stock of
HCB ("HCB Common Stock") to be sold upon original issuance or sold from its
treasury in connection with the HCB Dividend Investment and Stock Purchase
Plan ("HCB Plan"), as restated and amended, and as currently in effect.
We have been requested to furnish an opinion to be included as Exhibit 5
to the Registration Statement. In conjunction with the furnishing of this
opinion, we have examined such corporate documents and have made such
investigation of matters of fact and law as we have deemed necessary to
render this opinion.
Based on such examination and investigation, upon the assumptions that
there will be no material changes in the documents examined and the matters
investigated, and subject to the condition that any HCB Common Stock which is
reacquired by HCB and sold from its treasury pursuant to the HCB Plan have
been validly issued upon its prior original issuance, we are of the opinion
that the 500,000 shares of HCB Common Stock subject to the Registration
Statement have been duly authorized by HCB and, when issued or sold and paid
for in accordance with the terms of the HCB Plan and for consideration of not
less than $0.80 per share, will be validly issued, fully paid and
nonassessable under the New York Business Corporation Law as in effect on
this date.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "LEGAL
OPINION" in the Prospectus included therein.
Very truly yours,
VAN DE WATER & VAN DE WATER
JKG/wavd/204
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Post Effective Amendment No. 3 on Form S-3 of Hudson Chartered Bancorp, Inc.,
dated on or about March 27, 1996, and to the incorporation by reference of
our report on the consolidated financial statements of Community Bancorp,
Inc. (predecessor to Hudson Chartered Bancorp, Inc.) and subsidiaries as of
December 31, 1993 and for the year then ended (which statements have been
restated to give effect to the September 30, 1994 merger of Community
Bancorp, Inc. and Fishkill National Corporation), incorporated by reference
herein from the Annual Report on Form 10-K of Hudson Chartered Bancorp, Inc.
for the year ended December 31, 1995.
/S/ ERNST & YOUNG LLP
Cleveland, Ohio
March 26, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post Effective Amendment
No. 3 to Registration Statement No. 33-48188 of Hudson Chartered Bancorp,
Inc. on Form S-3 of our report dated January 30, 1996 appearing in the Annual
Report on Form 10-K of Hudson Chartered Bancorp, Inc. for the year ended
December 31, 1995, and to the reference to us under the heading "Experts" in
the prospectus, which is part of such Registration Statement.
/S/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Stamford, Connecticut
March 26, 1996
