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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)
James R. Williams
Randolph L. Williams
c/o J & J Log and Lumber Corporation
Old Route 22
Dover Plains, New York 12522
(914) 832-6535
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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
8 pages.
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CUSIP No. 443678107
SCHEDULE 13D
1. Name of Reporting Person: James R. Williams
Social Security Number: ###-##-####
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: United States
Number of 7. Sole Voting Power: 3,696
Shares
Beneficially 8. Shared Voting Power: 213,425
Owned by
Each 9. Sole Dispositive Power: 3,696
Reporting
Person 10. Shared Dispositive Power: 213,425
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 217,121
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11: 5.06%
14. Type of Reporting Person: IN
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CUSIP No. 443678107
SCHEDULE 13D
1. Name of Reporting Person: Randolph L. Williams
Social Security Number: ###-##-####
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: United States
Number of 7. Sole Voting Power: 616
Shares
Beneficially 8. Shared Voting Power: 213,425
Owned by
Each 9. Sole Dispositive Power: 616
Reporting
Person 10. Shared Dispositive Power: 213,425
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 214,041
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11: 4.99%
14. Type of Reporting Person: IN
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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 persons
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 James R. Williams and his son,
Randolph L. Williams (the "Reporting Persons"). Their business address is J & J
Log and Lumber Corporation, Old Route 22, Dover Plains, New York, 12522 and
their principal employment is as owners of J & J Log and Lumber Corporation, as
well as other lumber companies.
Both of the Reporting Persons are United States citizens.
During the past five years, neither Reporting Person has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
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 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.
The Reporting Persons acquired their 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.
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At the Effective Time, James R. Williams had sole voting and dispositive
power over 600 shares of FNC Common Stock and, together with his son Randolph L.
Williams, had shared voting and dispositive power over 33,014 shares of FNC
Common Stock, which shares were converted pursuant to the Plan of Merger into an
aggregate of 188,237 shares of Hudson Chartered Common Stock.
At the Effective Time, Randolph L. Williams had sole voting and dispositive
power over 100 shares of FNC Common Stock and, together with his father James R.
Williams, had shared voting and dispositive power over 33,014 shares of FNC
Common Stock, which shares were converted pursuant to the Plan of Merger into an
aggregate of 185,437 shares of Hudson Chartered Common Stock.
The Reporting Persons acquired an aggregate of 19,519 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 as of January 8, 1996 ("Dividend").
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons hold the shares of Hudson Chartered Common Stock for
investment purposes. The Reporting Persons will continue to monitor their
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 Persons may acquire additional shares of Hudson
Chartered Common Stock or may sell or otherwise dispose of all or some of their
holdings of Hudson Chartered.
Mr. James R. Williams is also a director of Hudson Chartered. In his
capacity as a director of Hudson Chartered, Mr. James R. Williams may from time
to time consider plans or proposals relating to: the acquisition or disposition
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;
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or taking any action similar to any of those enumerated above. In his capacity
as a shareholder of Hudson Chartered, however, James R. Williams has no plans or
proposals which relate to or would result in any of the foregoing actions. In
addition, Randolph L. Williams has no plans or proposals which relate to or
would result in any of the foregoing actions.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
James R. Williams has sole voting and dispositive power over 3,696 shares
of Hudson Chartered Common Stock and, together with his son Randolph L.
Williams, has shared voting and dispositive power over 213,425 shares of Hudson
Chartered Common Stock, with an aggregate beneficial ownership of 217,121
shares, which shares represent approximately 5.06% of the approximately
4,293,699 shares of Hudson Chartered Common Stock issued and outstanding on
April 10, 1996.
Randolph L. Williams has sole voting and dispositive power over 616 shares
of Hudson Chartered Common Stock and, together with his father James R.
Williams, has shared voting and dispositive power over 213,425 shares of Hudson
Chartered Common Stock, with an aggregate beneficial ownership of 214,041
shares, which shares represent approximately 4.99% of the approximately
4,293,699 shares of Hudson Chartered Common Stock issued and outstanding on
April 10, 1996. Randolph L. Williams ceased to be a beneficial owner of more
than 5% of the Hudson Chartered Common Stock on April 10, 1996.
Except as otherwise described herein, the Reporting Persons do not
beneficially own any shares of Hudson Chartered Common Stock. Other than
receipt of shares of Hudson Chartered Common Stock in connection with the
Dividend, routine quarterly dividend reinvestments under Hudson Chartered's
Dividend Investment and Stock Purchase Plan, and the purchase of 1,000 shares at
a price of $19.50 per share and 500 shares at a price of $20.00 per share on
February 15, 1996 for the joint account of James and Randolph Williams in the
Trust Department of First National Bank of the Hudson Valley, a subsidiary of
Hudson Chartered, no other transactions in Hudson Chartered Common Stock were
effected during the past 60 days by the Reporting Persons.
ITEM 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
SECURITIES OF THE ISSUER.
The Reporting Persons do not have any contracts, arrangements,
understandings or relationships with any person with respect to any securities
of Hudson Chartered.
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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 24, 1996
/s/ James R. Williams
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James R. Williams
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 24, 1996
/s/ Randolph L. Williams
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Randolph L. Williams
