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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Hudson Chartered Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
443678107
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(CUSIP Number)
Edward vK. Cunningham, Jr.
President
The George Gale Foster Corporation
c/o Van DeWater & Van DeWater
Mill & Garden Streets, P.O. Box 112
Poughkeepsie, New York 12602
(914) 452-5900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 1996
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
This document consists of
10 pages.
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CUSIP No. 443678107
SCHEDULE 13D
1. Name of Reporting Person: The George Gale Foster Corporation
I.R.S. Identification No. 14-1460192
2. Check the Appropriate Box if a Member of a
Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: Not applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant To Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 471,818
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each 9. Sole Dispositive Power: 471,818
Reporting
Person 10. Shared Dispositive Power: 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 471,818
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11: 10.99%
14. Type of Reporting Person: CO
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This Amendment Number 1 to Schedule 13D is being filed to update certain
information that has changed as a result of the receipt by the reporting person
of additional shares of common stock pursuant to a 10% stock dividend, and the
conversion by certain shareholders of the company's preferred stock into shares
of common stock.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Schedule 13D
relates is the common stock, par value $0.80 per share, of Hudson Chartered
Bancorp, Inc. ("Hudson Chartered Common Stock"). The address of the principal
executive offices of Hudson Chartered Bancorp, Inc. ("Hudson Chartered") is
Route 55, P.O. Box 310, LaGrangeville, New York 12540.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of The George Gale Foster Corporation
("GGF" or the "Reporting Person"). GGF is a Delaware corporation and a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended. GGF is principally engaged in the business of managing and holding
investment securities on behalf of descendants of the late George Gale Foster
and members of their families. GGF does not have a principal office. GGF's
registered agent is C T Corporation System, J.A.F. Station, P.O. Box 1421, New
York, New York 10116.
Filed as Schedule I to this Amendment No. 1 to Schedule 13D is a list of
the executive officers and directors of the Reporting Person identifying the
following information for each such person: (a) name, (b) residence or business
address and (c) present principal occupation or employment. The address of the
organization in which such employment is conducted is not different from the
applicable business address for any of the individuals identified. Each person
listed in Schedule I is a United States citizen.
During the past five years, neither the Reporting Person nor, to the best
of the Reporting Person's knowledge, any person named in Schedule I (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or
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mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
GGF acquired its shares of Hudson Chartered Common Stock in connection with
the merger ("Merger") of Fishkill National Corporation ("FNC") with and into
Community Bancorp, Inc. under the name of Hudson Chartered pursuant to an
Agreement and Plan of Reorganization dated as of March 25, 1994, and a related
Plan of Merger ("Plan of Merger"). The Merger was consummated on September 30,
1994 ("Effective Time"). Under the Plan of Merger, each issued and outstanding
share of common stock of FNC, par value $2.50 per share ("FNC Common Stock") was
converted at the Effective Time into 5.6 shares of Hudson Chartered Common Stock
and cash in lieu of any fractional share. At the Effective Time, GGF owned
76,594 shares of FNC Common Stock, which shares were converted pursuant to the
Plan of Merger into 428,926 shares of Hudson Chartered Common Stock.
GGF acquired 42,892 shares of Hudson Chartered Common Stock in connection
with a 10% stock dividend that was declared by Hudson Chartered on December 21,
1995 and distributed on January 31, 1996 to shareholders of record on January 8,
1996 ("Dividend").
ITEM 4. PURPOSE OF TRANSACTION.
GGF holds the shares of Hudson Chartered Common Stock for investment
purposes. The Reporting Person will continue to monitor its investment in
Hudson Chartered, taking into account, without limitation, Hudson Chartered's
business, financial condition, results of operations and prospects, and the
securities markets in general. As a result of this continued monitoring, the
Reporting Person may acquire additional shares of Hudson Chartered Common Stock
or may sell or otherwise dispose of all or some of the Reporting Person's
holdings of Hudson Chartered.
Two of the directors and executive officers of GGF, Messrs. T. Jefferson
Cunningham III and Edward vK. Cunningham, Jr., also are directors and, in the
case of Mr. T.J. Cunningham III, executive officers of Hudson Chartered. In
their capacities with Hudson Chartered, these persons may from time to time
consider plans or proposals relating to: the acquisition or disposition
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of securities of Hudson Chartered; extraordinary corporate transactions
involving Hudson Chartered or any of its subsidiaries; selling or transferring a
material amount of assets of Hudson Chartered or any subsidiaries; changing the
present board of directors or management of Hudson Chartered; materially
changing the present capitalization or dividend policy of Hudson Chartered;
making other material changes in Hudson Chartered's business or corporate
structure; changing Hudson Chartered's charter, bylaws or instruments
corresponding thereto or other actions which may affect control of Hudson
Chartered; causing the Hudson Chartered Common Stock to no longer be quoted on
the National Association of Securities Dealers Automated Quotations System;
causing the Hudson Chartered Common Stock to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or taking any action similar to any of those enumerated above.
Other than as described herein, neither the Reporting Person nor, to the
best of the Reporting Person's knowledge, any of the persons identified in
Schedule I has any plans or proposals which relate to or would result in any of
the foregoing actions.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
GGF beneficially owns 471,818 shares of Hudson Chartered Common Stock,
which shares represent approximately 10.99% of the approximately 4,293,699
shares of Hudson Chartered Common Stock issued and outstanding on April 10,
1996.
Edward vK. Cunningham, Jr., a director and executive officer of the
Reporting Person, beneficially owns 25,884 shares of Hudson Chartered Common
Stock, or less than 1% of the outstanding shares thereof. Mr. E. vK.
Cunningham, Jr. has sole voting and dispositive power over 6,739 of such shares.
Mr. E. vK. Cunningham, Jr. is a co-trustee and beneficiary of two family trusts
which hold an aggregate of 19,145 of such shares, as to which Mr. E. vK.
Cunningham, Jr. has shared voting and dispositive power. In addition, Mr. E.
vK. Cunningham, Jr.'s wife owns 1,437 shares of Hudson Chartered Common Stock.
The law firm of Van DeWater & Van DeWater, in which Mr. E. vK. Cunningham, Jr.
formerly was a partner and as to which he is currently of counsel, owns 924
shares of Hudson Chartered Common Stock.
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T. Jefferson Cunningham III, a director and executive officer of the
Reporting Person, beneficially owns 77,017 shares of Hudson Chartered Common
Stock, or less than 2% of the outstanding shares thereof. Mr. T.J. Cunningham
III has sole voting and dispositive power over such shares, of which 5,544
represent shares which Mr. T.J. Cunningham III has a right to acquire within 60
days pursuant to the exercise of presently exercisable stock options granted
under an FNC employee stock option plan. Mr. T.J. Cunningham III is a
co-trustee and beneficiary with Mr. E. vK. Cunningham, Jr. of the two family
trusts noted above, which hold an aggregate of 19,145 shares of Hudson Chartered
Common Stock, and as to which Mr. T.J. Cunningham III has shared voting and
dispositive power. In addition, Mr. T.J. Cunningham III's wife and children own
an aggregate of 10,825 shares of Hudson Chartered Common Stock.
Christopher G. Cunningham, a director of the Reporting Person, beneficially
owns 6,224 shares of Hudson Chartered Common Stock, or less than 1% of the
outstanding shares thereof. Mr. C.G. Cunningham has sole voting and dispositive
power over such shares.
Marion C. Twichell, a director of the Reporting Person, beneficially owns
10,102 shares of Hudson Chartered Common Stock, or less than 1% of the issued
and outstanding shares, as to which she has sole voting and dispositive power.
In addition, Mrs. Twichell's husband and family members residing in the
household own an aggregate of 6,690 shares of Hudson Chartered Common Stock.
Except as otherwise described herein, neither the Reporting Person, nor, to
the best of the Reporting Person's knowledge, any of the persons listed on
Schedule I hereto, beneficially owns any shares of Hudson Chartered Common
Stock. Other than receipt of shares of Hudson Chartered Common Stock in
connection with the Dividend, and routine quarterly dividend reinvestments under
Hudson Chartered's Dividend Investment and Stock Purchase Plan, no other
transactions in Hudson Chartered Common Stock were effected during the past 60
days by the Reporting Person, or, to the best of the Reporting Person's
knowledge, by any of the persons listed on Schedule I hereto.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
T. Jefferson Cunningham III and Edward vK. Cunningham, Jr. have orally
agreed to vote for each other in any election of directors of Hudson Chartered
in which one or both of Mr. T.J. Cunningham III or Mr. E. vK. Cunningham, Jr.
are nominated as directors of Hudson Chartered.
Other than as described above, there are no contracts, arrangements,
understandings or relationships among GGF or the persons identified in Schedule
I, and between such persons and any person with respect to the securities of
Hudson Chartered.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 9, 1996 THE GEORGE GALE FOSTER CORPORATION
By: /s/Edward vK. Cunningham, Jr.
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Edward vK. Cunningham, Jr.
President
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SCHEDULE I
Following is a list of the executive officers and directors of The George
Gale Foster Corporation, and their occupations and addresses as of March 31,
1996:
Name Occupation Business or Residence
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Address
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Executive Officers:
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Edward vK. Attorney, Van Van DeWater & Van
Cunningham, Jr., DeWater & Van DeWater
President, GGF DeWater Mill & Garden Streets
P.O. Box 112
Poughkeepsie, New York
12601
T. Jefferson Chief Executive Hudson Chartered
Cunningham III, Vice Officer, Hudson Bancorp, Inc.
President and Chartered Route 55
Treasurer, GGF Bancorp, Inc. P.O. Box 310
LaGrangeville, New York
12540
John F. Foster, Vice Retired 305 Cranston Place
President, GGF Sun City Center,
Florida 33573
Directors:
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Edward vK. Attorney, Van Van DeWater & Van
Cunningham, Jr., DeWater & Van DeWater
President, GGF DeWater Mill & Garden Streets
P.O. Box 112
Poughkeepsie, New York
12601
T. Jefferson Chief Executive Hudson Chartered
Cunningham III Officer, Hudson Bancorp, Inc.
Chartered Route 55
Bancorp, Inc. P.O. Box 310
LaGrangeville, New York
12540
John F. Foster, Vice Retired 305 Cranston Place
President, GGF Sun City Center,
Florida 33573
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Christopher G. Retired RR2, Box 291
Cunningham 50 Mountain Pass
Garrison, New York
10524
Harriet L. Foster Retired 347 Marietta Avenue
Hawthorne, New York
10532
Dorothy F. Hukey Administrative Saratoga Hospital
Assistant, 211 Church Street
Saratoga Hospital Saratoga Springs,
Foundation New York 12866
Gale Foster None 156 Van Derwalker Road
Palmatier Chestertown, New York
12817
Marion C. Twichell None Thatcher School
5025 Thatcher Road
Ojai, California 93023
Joan F. Williams None 12 Summit Avenue
Larchmont, New York
10538
Steven H.F. Williams Vendor Manager Citibank, N.A.
Citibank, N.A. 399 Park Avenue
First Floor
New York, New York
10043
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