UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Hudson Chartered Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
443678107
(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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 1996
(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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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
7. Sole Voting Power: 3,696 Number of
Shares
8. Shared Voting Power: 216,827 Beneficially
Owned by
9. Sole Dispositive Power: 3,696 Each
Reporting
10. Shared Dispositive Power: Person
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 220,523
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11: 5.13%
14. Type of Reporting Person: IN
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<PAGE>
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
7. Sole Voting Power: 616 Number of
Shares
8. Shared Voting Power: 216,827 Beneficially
Owned by
9. Sole Dispositive Power: 616 Each
10. Shared Dispositive Power: 216,827 Reporting
Person
With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 217,443
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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<PAGE>
Items 5, 6, and 7 are hereby amended and restated as follows:
Item 5. Interests in Securities of the Issuer.
James R. Williams has sole voting and dispositive power over 3,696
shares of common stock, par value $0.80 per share ("Common Stock"), of Hudson
Chartered Bancorp, Inc. ("Hudson Chartered"), and, together with his son
Randolph L. Williams, has shared voting and dispositive power over 216,827
shares of Hudson Chartered Common Stock, with an aggregate beneficial ownership
of 220,523 shares, which shares represent approximately 5.13% of the
approximately 4,301,063 shares of Hudson Chartered Common Stock issued and
outstanding on September 30, 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 216,827 shares of Hudson
Chartered Common Stock, with an aggregate beneficial ownership of 217,443
shares, which shares represent approximately 5.06% of the approximately
4,301,063 shares of Hudson Chartered Common Stock issued and outstanding on
September 30, 1996.
Except as otherwise described herein, the Reporting Persons do not
beneficially own any shares of Hudson Chartered Common Stock. Other than the
purchase of shares of Hudson Chartered Common Stock in connection with 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 Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Messrs. James and Randolph Williams executed an agreement dated
October 4, 1996 ("Agreement") which will become effective on the death or
incapacity of Mr. James Williams. As of the effective date of the Agreement, all
shares of Hudson Chartered stock owned or thereafter acquired by Messrs. James
and Randolph Williams, jointly or individually, are to be voted by Messrs. T.
Jefferson Cunningham III and Edward vK. Cunningham, Jr., directors of Hudson
Chartered, pursuant to a revocable proxy executed by Messrs. James and Randolph
Williams. This description of the Agreement and proxy is qualified by reference
to the text of such documents, copies of which are filed as Exhibits A and B and
incorporated by reference herein.
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<PAGE>
Item 7. Material to be Filed as Exhibits.
A. October 4, 1996 agreement between James Williams and Randolph
Williams.
B. Proxy dated October 4, 1996 executed by James Williams and
Randolph 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: October 18, 1996
/s/ James R. Williams
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: October 18, 1996
/s/ Randolph L. Williams
________________________
Randolph L. Williams
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<PAGE>
Exhibit A
AGREEMENT
AGREEMENT made as of the 4th day of October, 1996 between JAMES
WILLIAMS and RANDOLPH WILLIAMS, the undersigned stockholders of Hudson Chartered
Bancorp., Inc., a New York corporation (the "Corporation").
Recitals
1. The undersigned stockholders are the owners of 220,523 shares
of the common capital stock of the Corporation.
2. The undersigned wish to secure and promote the continuity and
stability of policy and management of the Corporation.
In consideration of the mutual covenants and conditions contained
herein, the parties agree as follows:
1. Date. The provisions of the Agreement shall take effect upon
the earlier of (a) the death or (b) incapacity of James Williams (the "Effective
Date"). For the purposes of this Agreement, "incapacity" shall be defined as
provided in Mental Hygiene Law, Section 81.02(b).
2. Voting. As of the Effective Date, all shares of stock of the
Corporation now owned or hereafter acquired by either party hereto, jointly or
individually, shall be voted by T. Jefferson Cunningham and Edward vK.
Cunningham as attorney and proxy. A proxy in the form attached herewith (the
"Proxy") shall be executed by the undersigned and delivered to the proxy to hold
in escrow until the Effective Date. Proxies in similar form shall be executed
and delivered to the proxy with respect to shares hereafter acquired.
3. Stock Certificates. Each stock certificate now or hereafter
issued to or acquired by the parties hereto, their heirs, personal
representatives, successors and assigns, shall be endorsed with the following
statement:
"The right to vote the shares represented by this certificate is
limited by and subject to the provisions of a certain agreement
dated October 4th, 1996, between James Williams and Randolph
Williams, a copy of which is on file with the secretary of the
corporation at its principal office at Route 55, LaGrangeville,
LaGrangeville, New York."
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<PAGE>
4. Revocation. The Proxy may be revoked at any time by the
undersigned or the survivor thereof by a written instrument revoking the Proxy
executed and delivered by the undersigned to the attorneys named in the Proxy.
5. Binding Effect. This Agreement shall be binding upon the
heirs, personal representatives, and assigns of the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
the day and year first written above.
/s/ James Williams
__________________
James Williams
/s/ Randolph Williams
_____________________
Randolph Williams
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<PAGE>
Exhibit B
KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby
nominate, appoint, and constitute T. Jefferson Cunningham and Edward vK.
Cunningham, or either of them, our true and lawful attorneys and proxies to (the
"Attorneys") attend all meetings of holders of common stock of HUDSON CHARTERED
BANCORP. INC., and at such meetings to vote the number of shares standing in our
names as joint tenants or as individuals on the stock records of the corporation
and which the undersigned would be entitled to vote if personally present.
This Proxy shall remain valid and continue to be in full force
and effect after the expiration of eleven months from the date hereof. This
Proxy shall also remain valid and continue in full force and effect following
the death or incapacity of James Williams pursuant to that certain agreement
dated even date herewith between the undersigned.
Dated: October 4, 1996
WITNESS:
/s/ Roger K. Peet /s/ James Williams
__________________ ____________________
ROGER K.PEET JAMES WILLIAMS
/s/ Mary Fuller /s/ Randolph Williams
__________________ _____________________
MARY FULLER RANDOLPH WILLIAMS
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