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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)
Tyler Dann
9 Hunts Lane, P.O. Box 215
Chappaqua, New York 10514
(914) 238-3734
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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
7 pages.
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CUSIP No. 443678107
SCHEDULE 13D
1. Name of Reporting Person: Tyler Dann
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: 87,679
Shares
Beneficially 8. Shared Voting Power: 128,100
Owned by
Each 9. Sole Dispositive Power: 87,679
Reporting
Person 10. Shared Dispositive Power: 128,100
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 215,779
12. Check Box if the Aggregate Amount in Row (11) / /
Excludes Certain Shares
13. Percent of Class Represented by Amount in Row 11: 5.03%
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 person
of additional shares of common stock pursuant to a 10% stock dividend, and the
conversion by the reporting person of preferred stock into shares of the
company's 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 Tyler Dann (the "Reporting Person").
Mr. Dann's business address is 7 St. John's Parkway, Poughkeepsie, New York
12601, and his principal employment is as an insurance broker.
The Reporting Person is a United States citizen.
Mr. Dann has shared voting and dispositive power over certain shares of
Hudson Chartered Common Stock with Sara Dann, Matthew Dann, Harvey Dann, Inc.,
and Maintop Corporation. Sara Dann and Matthew Dann reside at 9 Hunts Lane,
P.O. Box 215, Chappaqua, New York 10514, and are each United States citizens.
Harvey Dann Inc. is a corporation organized under the laws of the State of New
York and is an engaged in the business of insurance brokerage. Its principal
office is located at 122 East 42nd Street, New York, New York 10168. Maintop
Corporation is a corporation organized under the laws of the State of New York
and is an investment company. Its principal office is located at 9 Hunts Lane,
P.O. Box 215, Chappaqua, New York 10514.
During the past five years, neither the Reporting Person nor, to the best
of the Reporting Person's knowledge, Sara Dann, Matthew Dann, Harvey Dann, Inc.
or Maintop Corporation 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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired 81,693 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"). In addition, an aggregate of
113,204 shares of Hudson Chartered Common Stock were acquired in connection with
the Merger by several businesses with which Mr. Dann is affiliated, including
Harvey Dann, Inc. and Maintop Corporation, and 784 shares of Hudson Chartered
Common Stock were acquired in connection with the Merger by Mr. Dann's wife,
Sara Dann. 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. In addition, at the time of the Merger, the Reporting
Person owned 65,359 shares of Community Bancorp, Inc. Common Stock, and 14,500
shares of Community Bancorp, Inc. preferred stock convertible into 10,174 shares
of common stock.
Immediately following the Merger, the Reporting Person had sole voting and
dispositive power over 77,335 shares of Hudson Chartered Common Stock and shared
voting and dispositive power over 108,220 shares of Hudson Chartered Common
Stock.
The Reporting Person acquired 18,557 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").
In addition, the Reporting Person acquired 11,196 shares (which number
reflects adjustment of the preferred stock conversion ratio for the Dividend) of
Hudson Chartered Common Stock upon conversion of 14,500 shares of Hudson
Chartered 7.25% Cumulative Convertible Preferred Stock, Series B into shares of
Hudson Chartered Common Stock on April 10, 1996.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person holds the shares of Hudson Chartered Common Stock for
investment purposes. The Reporting Person will continue to monitor his
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
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Hudson Chartered Common Stock or may sell or otherwise dispose of all or some of
his holdings of Hudson Chartered.
The Reporting Person is also a director of Hudson Chartered. In his
capacity as a director of Hudson Chartered, the Reporting Person 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; or taking any action similar to any of those enumerated above. In his
capacity as a shareholder of Hudson Chartered, however, the Reporting Person 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.
The Reporting Person has sole voting and dispositive power over 87,679
shares of Hudson Chartered Common Stock, and has shared voting and dispositive
power over 128,100 shares of Hudson Chartered Common Stock, with an aggregate
beneficial ownership of 215,779 shares, which shares represent approximately
5.03% of the approximately 4,293,699 shares of Hudson Chartered Common Stock
issued and outstanding on April 10, 1996.
Except as otherwise described herein, neither the Reporting Person, nor
Sara Dann, Matthew Dann, Harvey Dann, Inc., or Maintop Corporation, beneficially
owns any shares of Hudson Chartered Common Stock. Other than receipt of shares
in connection with the Dividend, conversion of preferred stock, 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 Sara Dann, Matthew Dann, Harvey Dann, Inc.,
or Maintop Corporation.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Person does not have any contracts, arrangements,
understandings or relationships with any person with respect to any 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 20, 1996
/s/ Tyler Dann
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Tyler Dann
