<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Hudson Chartered Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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<PAGE>
[Hudson Chartered Letterhead]
April 3, 1996
Dear Shareholder:
We are pleased to enclose your Notice of Annual Meeting of Shareholders,
Proxy Statement, and Proxy for the Annual Meeting of Shareholders of Hudson
Chartered Bancorp, Inc. to be held on Thursday May 2, 1996, at 9:00 a.m.
Eastern Time at the Sheraton Civic Center Hotel, 40 Civic Center Plaza,
Poughkeepsie, New York.
The matters scheduled for consideration at the meeting are described in
detail in the Notice of Annual Meeting of Shareholders and the Proxy
Statement. In order to make sure that your vote is represented, please
indicate your vote on the enclosed proxy form, date and sign it, and return
it in the enclosed envelope. If you attend the meeting in person, you may
revoke your proxy at the meeting and vote in person.
We look forward to meeting our shareholders and welcome the opportunity
to discuss the business of your company with you.
Sincerely,
T. Jefferson Cunningham III John Charles VanWormer
Chairman President
<PAGE>
[Hudson Chartered Letterhead]
April 3, 1996
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 1996
Dear Shareholder:
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
Shareholders of Hudson Chartered Bancorp, Inc. will be held at the Sheraton
Civic Center Hotel, 40 Civic Center Plaza, Poughkeepsie, New York, on Thursday,
May 2, 1996 at 9:00 a.m. Eastern Time for the purpose of considering and acting
upon the following matters:
1. The election of three directors to serve a term of three years and
until their successors are elected and qualified; and
2. Such other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof.
Shareholders of record of common stock at the close of business on
March 29, 1996 are entitled to receive notice of, and to vote at, the Annual
Meeting and at any adjournments or postponements thereof.
Your vote is important regardless of the number of shares you own. Even
though you may plan to attend the Annual Meeting, you are requested to sign,
date and return the enclosed Proxy without delay in the enclosed postage-paid
envelope. You may revoke your Proxy at any time prior to the Annual Meeting.
Any shareholder present at the Annual Meeting or at any adjournments or
postponements thereof may vote personally on each matter brought before the
Annual Meeting.
If you have any questions or require assistance, please call the
undersigned at (914) 471-1711.
By Order of the Board of Directors
Nancy Behanna
Corporate Secretary
<PAGE>
[Hudson Chartered Letterhead]
April 3, 1996
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 2, 1996
The enclosed proxy is being solicited by the Board of Directors of
Hudson Chartered Bancorp, Inc. ("Hudson Chartered" or the "Corporation") for
use at the annual meeting of shareholders to be held May 2, 1996, or at any
adjournments or postponements thereof (the "Annual Meeting"). The Annual
Meeting will be held at 9:00 a.m. Eastern Time at the Sheraton Civic Center
Hotel, 40 Civic Center Plaza, Poughkeepsie, New York.
The proxy statement and form of proxy were first mailed to shareholders
on or about April 3, 1996.
The Board of Directors has fixed the close of business on March 29, 1996
as the record date for determining shareholders entitled to receive notice of
and to vote at the meeting. On that date, there were issued and outstanding
3,918,408 shares of the Corporation's common stock, $.80 par value per
share ("Common Stock"). The holders of the Common Stock are entitled to one
vote per share. Shares may not be voted at the Annual Meeting unless the
shareholder is present or represented by proxy. The presence in person or by
proxy of the holders of a majority of the outstanding shares of Common Stock
will constitute a quorum for the transaction of business at the Annual
Meeting.
All delivered properly executed proxies will be voted at the Annual
Meeting in accordance with instructions, if any. Unless otherwise directed,
proxies will be voted in favor of the election as directors of the persons
named as nominees under "ELECTION OF DIRECTORS." The enclosed proxy is
revocable at any time prior to the actual voting of such proxy by giving
notice of such revocation, by delivering a later dated proxy or by the vote
of the shareholder in person at the Annual Meeting.
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS
The Bylaws of the Corporation provide that the number of directors shall
be not fewer than five nor more than twenty-five, as from time to time shall
be determined by the Board of Directors. The Board has acted to fix the
total number of directors at 15 through the date of the Annual Meeting, and
at 14 thereafter to give effect to the retirement of Robert V. Lindsay as a
director of the Corporation effective as of the date of the Annual Meeting.
The Board of Directors is divided into three classes, as nearly equal in
number as possible. Each class serves for a three-year term. Each Director
shall serve until his or her successor shall have been elected and shall
qualify, even though his or her term of office has otherwise expired, except
in the event of his or her earlier resignation, removal or disqualification.
At the Annual Meeting, three nominees are to be elected as Class 2
directors for a term of three years. All of the nominees named below are now
directors of the Corporation, and have consented to being named in this proxy
statement and to serve if elected. The Board of Directors has no reason to
believe that any nominee will be unavailable or unable to serve as a
director, but if for any reason any nominee should not be available or able
to serve, the proxy will be voted by the persons acting under the proxy in
accordance with the recommendations of the Board of Directors, or the size of
the Board may be reduced to eliminate such vacancy.
Under the New York Business Corporation Law, directors shall be elected
by a plurality of the votes cast at the Annual Meeting. Accordingly, the
nominees for director receiving the highest number of votes would be elected,
regardless of whether such votes constitute a majority of the shares
represented at the Annual Meeting. Broker non-votes (arising from the
absence of discretionary authority on the part of a broker-dealer to vote
shares of Common Stock held in street name for customer accounts) will be
counted as present for the purpose of determining the existence of a quorum
but will not have an effect on the outcome of the vote for the election of
directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE BOARD'S
NOMINEES FOR ELECTION AS A DIRECTOR OF THE CORPORATION.
The following table sets forth, for each nominee and each incumbent
director whose term will continue after the Annual Meeting, the name of such
person, his age on January 1, 1996, his principal occupation, the year he
first became director of the Corporation or a predecessor, and the year that
his current term expires. All nominees and continuing directors have held
the position indicated or another senior executive position with the same
entity or one of its affiliates or a predecessor corporation for at least the
past five years.
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age the Last 5 Years Since
- ---- --- --------------------------- --------
<S> <C> <C> <C>
CLASS 2: NOMINEES FOR TERMS TO EXPIRE IN 1999
Robert M. Bowman 64 Retired Regional Manager, H.P. Hood, Inc. 1985
(dairy products)
T. Jefferson 53 Chairman & Chief Executive Officer of 1984
Cunningham III(1) the Corporation
Robert R. Fraleigh 64 Owner, Fraleigh Agency, Inc. (insurance agency) 1985
CLASS 3: DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998
H. Todd 62 President, Brinckerhoff & Neuville, Inc. 1984
Brinckerhoff (insurance agency)
Edward vK. 60 Vice Chairman of the Corporation; Chairman 1984
Cunningham, Jr.1 of the Board and President, George Gale Foster
Corporation (holding company); Partner (until
January 1, 1995) and Counsel, Van DeWater &
Van DeWater (Attorneys)
Tyler Dann 53 President, Wesfair Agency Inc. (insurance agency) 1984
Robert L. Patrick 63 Retired Executive, IBM Corporation 1988
(computers and related products)
John Charles 47 President of the Corporation; President and 1985
VanWormer Chief Executive Officer of First National Bank
of the Hudson Valley (the "Bank")
CLASS 1: DIRECTORS WHOSE TERMS WILL EXPIRE IN 1997
R. Abel Garraghan 53 President, R.W. Garraghan, Inc. (real estate 1991
holding company); President and Secretary,
Heritagenergy (home heating oil distributor)
Jack A. McEnroe 69 Retired President and Chief Executive Officer, 1989
Dutchess Bank and Trust Company
(commercial bank)
Warren R. Marcus 58 President, Warren Marcus Associates, Inc. and 1993
WRM Equity Management, Inc. (registered
investment advisor)
Robert J. Marvin 68 Attorney, The Law Offices of Robert J. Marvin 1985
Lewis J. Ruge 57 President, Ruge's Oldsmobile, Inc. 1985
James R. Williams 69 Chief Executive Officer, J & J Log & 1990
Lumber Corporation; President, Majestic
Wood Products, Inc. (lumber companies)
</TABLE>
_______________________________________
(1) Messrs. E. vK. Cunningham, Jr. and T. J. Cunningham III are brothers.
BOARD AND COMMITTEES
Committees of the Corporation's Board of Directors include an Audit and
Finance Committee, a Personnel and Compensation Committee, and an Executive
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<PAGE>
Committee. Each committee is a joint committee with the Board of Directors
of the Bank. The Corporation's Board of Directors does not have a nominating
committee or a committee that performs similar functions.
The Audit and Finance Committee is responsible for monitoring and
reviewing the systems of internal control and the internal and external audit
functions. The Audit and Finance Committee reviews with the Corporation's
independent auditor significant accounting policies, the Corporation's
compliance with laws and regulations and assessments of the adequacy of
internal controls. The Audit and Finance Committee also monitors the audit
department, and oversees management's policies with respect to internal
controls. The committee also reviews the financial performance of the
Corporation. The committee is presently comprised of Messrs. Ruge
(Chairman), Bowman, Brinckerhoff, Fraleigh, Garraghan, and Patrick. The
Audit and Finance Committee met nine times during 1995.
The Personnel and Compensation Committee is responsible for setting and
maintaining employment policies and procedures, a performance appraisal
system, and fixing compensation policy for all officers. See "COMPENSATION
OF EXECUTIVE OFFICERS -- Personnel and Compensation Committee Report on
Executive Compensation." The committee is presently comprised of Messrs.
Bowman (Chairman), Brinckerhoff, Marcus, Patrick, and Ruge. The Personnel
and Compensation Committee met eight times in 1995.
The Executive Committee has the authority of the Board of Directors in
the management of the business of the Corporation between the dates of
regular meetings of the Board. The committee is presently comprised of
Messrs. T.J. Cunningham III (Chairman), VanWormer (Vice Chairman), Bowman,
Brinckerhoff, E. vK. Cunningham, Jr., Dann, Fraleigh, Marvin, McEnroe, Ruge,
and Williams. The Executive Committee met thirteen times in 1995.
The Board of Directors of the Corporation met twelve times in 1995. In
1995, each director, except Mr. Lindsay, attended at least 75% of the
combined total of meetings of the Board of Directors and meetings of each
committee on which such director served.
COMPENSATION OF DIRECTORS
Each director of the Corporation serves on the Board of Directors of the
Bank. Directors receive an annual retainer fee of $8,000 for their service
on the Board of the Bank and do not receive any additional compensation for
their service on the Board of the Corporation. In addition, the Vice
Chairman of the Corporation's Board of Directors and the Vice Chairman of the
Bank's Board of Directors each receives an additional annual retainer fee of
$3,000, and the Chairman of the Bank receives an additional annual retainer
fee of $4,000. Members of committees of the Board of Directors, except
directors who are employees, receive fees for each meeting attended of $250
($400 for Executive Committee meetings), and the Chairman of each such
committee receives fees of $500 for each such meeting attended.
In March 1996, the Corporation and the Bank adopted a Directors Deferred
Compensation Plan under which all or part of board and committee fees may be
deferred until termination of service as a director. Such deferred amounts
may be hypothetically invested in a group of mutual funds or in a phantom
stock investment that appreciates or depreciates in the identical manner as
does the Corporation's Common Stock.
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers and their associates are, as they
have been in the past, customers of, and have had transactions with, the Bank
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<PAGE>
and its predecessors. Additional transactions may be expected to take place
in the future between such persons and the Bank. Any loans from the Bank to
such persons and their associates outstanding at any time since the beginning
of 1995 were made in the ordinary course of business of the Bank. It is the
policy of the Corporation that such loans and other transactions be made on
terms and conditions no less favorable than those with unrelated parties.
During 1995, the Corporation and its subsidiaries, retained the law firm
of Van DeWater & Van DeWater. Mr. E. vK. Cunningham, Jr., a director of the
Corporation, was counsel to such firm in 1995. The Corporation paid the law
firm of Van DeWater & Van DeWater an aggregate of $270,868 during 1995 for
legal services rendered. The Corporation plans to continue to retain Van
DeWater & Van DeWater during 1996.
During 1995, the Corporation retained Robert J. Marvin, a director of
the Corporation, to provide legal services to the Corporation. The
Corporation paid Mr. Marvin an aggregate of $36,695 during 1995 for legal
services rendered. The Corporation plans to continue to retain Mr. Marvin
for legal services during 1996.
During 1995, the Bank paid insurance premiums in the amount of $35,000
to Wesfair Agency Inc., a company owned by Tyler Dann, a director of the
Corporation; and insurance premiums in the amount of $487,560 to Brinckerhoff
& Neuville, Inc., a company owned by H. Todd Brinckerhoff, a director of the
Corporation.
During 1995, the Bank paid R.W. Garraghan, Inc., a company owned by R.
Abel Garraghan, a director of the Corporation, $120,006 for lease and related
payments on a branch office and its parking lot.
COMPENSATION OF EXECUTIVE OFFICERS
PERSONNEL AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Personnel and Compensation Committee ("Compensation Committee") of
Hudson Chartered is elected by the Board of Directors and consists of five
directors, none of whom is employed by the Corporation or the Bank. The
Compensation Committee operates as such for both the Corporation and the
Bank, and all of its members are directors of both entities. Although not
members of the Compensation Committee, T. Jefferson Cunningham III, Chairman
and Chief Executive Officer of the Corporation, John C. VanWormer, President
of the Corporation and President and Chief Executive Officer of the Bank, and
Sherry Tomaselli, Personnel Director of the Bank, attend Compensation
Committee meetings in a staff capacity. Messrs. Cunningham and VanWormer
were not in attendance when decisions were made concerning the terms and
conditions of their employment, performance evaluations, or compensation.
The Compensation Committee met eight times during 1995.
BASE COMPENSATION
In its efforts to attract and retain quality management, the
Compensation Committee seeks to establish competitive levels of compensation
which relate pay to the Corporation's performance and recognize significant
individual contributions to the Corporation's profitability.
EXECUTIVE OFFICERS AND EMPLOYEES. During 1995, the Compensation
Committee approved a comprehensive position and salary administration system
that was developed with the assistance of a recognized consulting firm. The
consulting firm evaluated 98 positions, including executive officer
positions,
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<PAGE>
analyzing job descriptions, responsibilities, performance evaluations, and
compensation. Conclusions regarding salary ranges were based on surveys of
the salary practices of a broad base of banks with assets exceeding $500
million in metropolitan areas primarily in New York state, including New York
City and Albany (the banks in the group do not necessarily include the same
financial institutions included in the peer group index in the Common Stock
performance graphs under "PERFORMANCE GRAPHS" herein). The Compensation
Committee desired to establish salary ranges that were in the middle of the
ranges of the surveyed banks, and the consulting firm concluded that, in
general, salary ranges needed to be increased by 12% to achieve this goal.
The increase was due principally to the change in the peer group used in
establishing the salary ranges (prior to the merger in 1994, peer groups
consisting of banks with assets under $500 million were used). Where
appropriate, the Compensation Committee made upward or downward adjustments
to the salaries of present employees, including executive officers, to
achieve its goal.
CHIEF EXECUTIVE OFFICER AND PRESIDENT. A separate consulting firm was
used to prepare an analysis of the compensation packages of both the Chief
Executive Officer and the President of the Corporation. The consulting firm
provided the Compensation Committee with a summary of the compensation
practices of a peer group of nine comparably sized banks from and around the
New York, Philadelphia, and Baltimore/Washington D.C. metropolitan areas
(three of the nine banks are included in the peer group index of eight banks
in the Common Stock performance graphs under "PERFORMANCE GRAPHS" herein).
The Compensation Committee sought to bring the officers' salaries into line
with those of the peer group, and increased the base salaries of the Chief
Executive Officer and President to $218,000 and $198,000, respectively. The
combination of such salary levels is moderately higher than the peer group
average of the combined salaries of the two highest paid officers, but the
average of the base salaries of the Chief Executive Officer and President is
lower than the peer group average chief executive officer base salary.
The compensation decisions regarding the Corporation's Chief Executive
Officer and President were made by the Compensation Committee and reported to
the board of directors. Neither the Chief Executive Officer nor the
President participated in any board or committee decision relating to their
compensation or evaluation.
BONUS PAYMENTS
In May 1995, the Compensation Committee awarded Mr. VanWormer a $25,000
cash bonus in respect of his contribution to effecting the integration of The
Fishkill National Bank & Trust Company and First National Bank of Rhinebeck,
following their merger to form the Bank on September 30, 1994.
In March 1996, the Compensation Committee awarded annual cash bonuses to
certain executive officers. The performance of the officers was evaluated by
the Corporation's Chief Executive Officer or President, and the performance
evaluations were then reviewed by the Compensation Committee. The
performance evaluations for the Chief Executive Officer and President were
prepared by the Compensation Committee, as described below. Based on the
performance evaluations, the executive officers were rated on a five tier
scale, and given a rating of "outstanding", "above standard", "standard",
"below standard", or "marginal". In order to be considered for a bonus, the
executive officer had to achieve a performance rating of "above standard" or
"outstanding". The amount of the individual cash bonus, up to 30 percent of
executive officer's base salary, then was determined based on a comparison of
the executive officer's base salary to the salary range for his position;
total cash compensation paid in prior years; and a subjective evaluation of
the officer's performance against qualitative and quantitative individual
position goals which are established during the Corporation's annual budget
process in
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<PAGE>
consultation with the Corporation's Chief Executive Officer and President,
and reviewed by the Board of Directors.
The Compensation Committee also awarded bonuses to the Chief Executive
Officer and President based on a performance evaluation prepared by the
Compensation Committee with input from each of the other board committees.
The Compensation Committee determined that the 1995 performance of the Chief
Executive Officer and President should be jointly evaluated in view of the
fact that the efforts and attentions of both officers were collectively
directed toward effecting the merger of Community Bancorp, Inc. and Fishkill
National Corporation in both operational and managerial terms, as 1995 was
the first full year following the merger.
In evaluating the officers' performance, the Compensation Committee
considered, but did not formally weight, the following factors: the Bank's
performance in the officers' areas of responsibility, the extent to which the
officers played a leadership role in developing and evaluating the issues
facing the Board, and the extent to which the officers effectively supported
and implemented the policies and decisions of the Board. The Compensation
Committee concluded that the collective performance of the Chief Executive
Officer and President was "above standard" based on their achievements in
developing a consolidated management structure, unified management standards,
a unified board and board committee structure, and recruitment of several key
staff members; as well as the increasingly strong earnings performance of the
Corporation as the year progressed (notwithstanding the challenges
experienced in the first half of the year), the achievement of the
Corporation's 1995 profit plan, and the Corporation's success in overcoming
the data processing difficulties which had arisen in connection with the
merger.
Based on this performance evaluation, the Compensation Committee
determined that the Chief Executive Officer and President were each entitled
to a cash bonus of 15% of their respective base salaries. Such bonuses are
subject to a maximum of 30% of the officer's base salary.
Separately, the Executive Committee (with the abstention of officer
directors) determined whether the Corporation's 1995 performance was "above
standard", "standard", or "below standard." The Executive Committee made
this determination by considering, but not formally weighing, numerous
quantitative and qualitative factors, including, but not limited to, the
Corporation's income, expenses, profitability ratios, levels of loans and
deposits, common stock value, credit quality, market development, community
relations, and regulatory reviews.
The Corporation's compensation policy provides that the amount of each
executive officer's bonus award is reduced by 25% or 50% if the Executive
Committee determines that the Corporation's performance is "standard" or
"below standard", respectively. The bonus award to director officers
(Messrs. Cunningham and VanWormer) is reduced by 50% or 100% if the Executive
Committee determines that the Corporation's performance is "standard" or
"below standard", respectively. No reduction is made if the Executive
Committee determines that the Corporation's performance is "above standard".
The Executive Committee determined that the Corporation's 1995 performance
was "standard", and, accordingly, the executive officers received cash
bonuses equal to 75% of the amounts approved by the Compensation Committee,
and Messrs. Cunningham and VanWormer each received cash bonuses equal to 50%
of the 15% bonuses awarded by the Compensation Committee.
STOCK OPTIONS
Consistent with the Corporation's goal of attracting and retaining key
employees by offering them the opportunity to acquire or increase their
proprietary interest in the Corporation and to promote the identification of
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<PAGE>
their interests with those of the shareholders of the Corporation, the
Compensation Committee made discretionary grants of stock options under the
Corporation's 1995 Incentive Stock Plan.
Under the Corporation's policies, all senior officers of the Corporation
and the Bank who have completed one full year of service are eligible to be
considered for stock option grants. The potential amount of option grants
varies according to the officer's position level, and ranges from an
aggregate of 5,000 to 12,500 shares during the period of 1995 through 2000.
Initial awards may not exceed 40% of an officer's maximum limit. All grants
are for a period of five years with a six-month vesting period and an option
exercise price equal to the market price at the time of grant. Initial
awards are made only to officers whose performance is rated as "standard",
and subsequent grants are made only where the officer receives a performance
rating of "above standard" or "outstanding" on the five tier scale described
in "Bonus Payments" above.
The type and amount of stock option grants is determined by the
Compensation Committee in its discretion. In making the grants, the
Compensation Committee considers individual responsibilities, job
complexities, the amount of the officer's existing unexercised options, and
the compensation practices of the peer group. The applicable peer groups are
identified under "Total Compensation" above.
In addition, the Compensation Committee granted Mr. Cunningham 30,000
ten-year cash stock appreciation rights ("SARs") on July 19, 1995, at a price
of $17.75, which was higher than the then market price of the stock. In
making the grant, the Compensation Committee considered the historic levels
of option grants by Fishkill National Corporation and Community Bancorp, Inc.
prior to the Merger, and determined that such a grant was appropriate in
light of the existing amounts of options held by Mr. Cunningham, as Chairman
and Chief Executive Officer of the Corporation, and Mr. VanWormer, as
President of the Corporation and President and Chief Executive Officer of the
Bank.
In addition to the use of stock options and rights, in the future the
Compensation Committee intends to use incentive share and restricted stock
awards under the Corporation's 1995 Incentive Stock Plan, although such
awards have not been made to date.
This report was prepared by the Personnel and Compensation Committee of
the Board of Directors as constituted on March 6, 1996.
Robert M. Bowman, Chairman
H. Todd Brinckerhoff
Warren R. Marcus
Robert L. Patrick
Lewis J. Ruge
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee and their associates are, as
they have been in the past, customers of, and have had transactions with, the
Bank and its predecessors. Additional transactions may be expected to take
place in the future between such persons and the Bank. Any loans from the
Bank to such persons and their associates outstanding at any time since the
beginning of 1995 were made in the ordinary course of business of the Bank.
It is the policy of the Corporation that such loans and other transactions be
made on terms and conditions no less favorable than those with unrelated
parties.
During 1995, the Bank paid insurance premiums in the amount of $487,560
to Brinckerhoff & Neuville, Inc., a company owned by H. Todd Brinckerhoff, a
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<PAGE>
director of the Corporation and a member of the Personnel and Compensation
Committee.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows, for 1993 through 1995, the
compensation paid or awarded to T. Jefferson Cunningham III, the
Corporation's Chairman and Chief Executive Officer, and the Corporation's
next four most highly compensated executive officers, by either the
Corporation or a predecessor. The inclusion of the four executive officers
other than T. Jefferson Cunningham III in this group was based on salary and
bonus earned during 1995. Mr. Cunningham and the other four executive
officers are referred to collectively as the Corporation's "named executive
officers." Each named executive officer has held the position indicated, or
a similar position with the Corporation or its predecessor, for the past five
years, unless otherwise indicated.
The information provided in the Summary Compensation Table and the
tables that follow include compensation received by Messrs. Cunningham and
Maisch for their service to Fishkill National Corporation prior to the merger
of Fishkill National Corporation into the Corporation.
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation
Compensation(1) Awards
--------------- ------------
Securities All Other
Underlying Compen-
Salary Bonus Options/ sation
Name & Principal Position Year ($) ($) /SARs(#) ($)(2,3)
- ------------------------- ---- ------- ------ ---------- ---------
<S> <C> <C> <C> <C> <C>
T. JEFFERSON CUNNINGHAM III 1995 205,399 16,350 30,000 41,492
Chairman and Chief Executive 1994 200,000 18,250 -0- 27,216
Officer Hudson Chartered Bancorp, 1993 200,000 50,000 1,680 12,012
Inc.; Chairman of the Executive
Committee, First National Bank
of the Hudson Valley
JOHN C. VANWORMER(4) 1995 174,010 39,850 -0- 30,102
President, Hudson Chartered Bancorp, 1994 150,000 19,000 -0- 19,076
Inc.; President and Chief Executive 1993 142,840 38,500 12,300 27,282
Officer, First National Bank of the
Hudson Valley
PAUL A. MAISCH 1995 102,462 11,800 -0- 11,925
Treasurer and Chief Financial 1994 80,500 29,000 -0- 9,608
Officer, Hudson Chartered 1993 78,966 12,500 1,400 5,488
Bancorp, Inc.; Senior Vice President,
First National Bank of the Hudson Valley
DONALD H. WEBER 1995 86,539 18,750(5) -0- -0-(6)
Executive Vice President and Chief 1994
Operations Officer, First National 1993
Bank of the Hudson Valley (since 1995)
DAVID S. MACFARLAND 1995 100,000 -0- -0- 15,758
Regional Executive Vice President, 1994 22,653 15,000(5) -0- 3,646(6)
First National Bank of the Hudson 1993
Valley (since 1994)
</TABLE>
Notes to the Summary Compensation Table are set forth on the following page.
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<PAGE>
NOTES TO SUMMARY COMPENSATION TABLE
(1) None of the named executive officers received perquisites or other
personal benefits, securities, or property which, in the aggregate, cost the
Corporation the lesser of either $50,000 or 10% of the named executive
officer's salary and bonus earned during that year.
(2) Includes director's fees in the following amounts for 1995: Mr.
Cunningham, $10,000; Mr. VanWormer, $11,500; and Mr. MacFarland, $10,000.
Also includes the Corporation's contributions to the Hudson Chartered
Bancorp, Inc. Retirement and Thrift Plan in the following amounts for 1995:
Mr. Cunningham, $13,500; Mr. VanWormer, $13,500; Mr. Maisch, $11,022; and Mr.
MacFarland, $5,000. Also includes contributions for 1995 to the
Corporation's Employee Stock Ownership Plan (the "ESOP"), representing the
value of stock allocated, as follows: Mr. Cunningham, $1,096, Mr. VanWormer,
$1,096, Mr. Maisch, $903, and Mr. MacFarland, $758. The amounts for ESOP
contributions for 1993 reflect acceleration of ESOP loan payments. Also
includes premiums for life insurance to fund the Executive Supplemental
Income Plan for 1995 for Mr. VanWormer for $4,831. Also includes premiums
paid in 1995 for Mr. VanWormer on a life insurance in the amount of $847, and
on a disability policy in the amount of $3,328.
(3) Also includes annual profit-sharing contributions to a supplemental
employee retirement plan ("SRP") in 1995 in the following amounts: Mr.
Cunningham, $16,896; and Mr. VanWormer, $2,500. The SRP provides
supplemental retirement and tax deferred benefits to the extent that benefits
under the Retirement and Thrift Plan are limited by applicable law or
regulation (the "Limitations"). The SRP provides an annual profit sharing
contribution equal to the excess of the amount that would have been
contributed under the Retirement and Thrift Plan absent the Limitations, over
the amount actually contributed to the Retirement and Thrift Plan. The SRP
also permits the participating officers to defer from eligible compensation,
as defined in the Retirement and Thrift Plan, a dollar amount equal to the
excess each could have deferred under the 401(k) feature of the Retirement
and Thrift Plan, absent the Limitations, over the amount each actually
deferred under that plan. The SRP also provides, with respect to the
supplemental deferral described in the previous sentence, a matching
contribution equal to the matching contribution that the Retirement and
Thrift Plan would have provided if the supplemental deferral had been made
into the 401(k) feature of the Retirement and Thrift Plan.
(4) Amounts for bonus, ESOP, and the Profit Sharing and Thrift Plan for Mr.
VanWormer for 1993 have been revised from those presented in prior years to
conform to the current basis of presentation.
(5) Includes $15,000 bonus paid upon commencing employment.
(6) Ineligible during first year of service for participation in the
Corporation's Retirement and Thrift Plan and ESOP.
- 10 -
<PAGE>
OPTION/SAR GRANTS IN 1995
The following table sets forth the grants of SARs in 1995 to the named
executive officers. There were no option grants to the named executive
officers in 1995.
<TABLE>
Potential
Realizable Value
at Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term(1)
---------------------------------------------- --------------------
Percent of
Total
Number of Options/
Securities SARs Exercise
Underlying Granted to or Base Expir-
Options/SARs Employees Price ation
Name Granted in 1995 ($/Sh) Date 5%($) 10%($)
- ---- ------------ ---------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
T. Jefferson 30,000 62% $17.75 7/19/2005 $237,153 $693,043
Cunningham III
</TABLE>
____________________________________________
(1) Based upon the fair market value on the date of grant of $15.75 per share.
AGGREGATED OPTION/SAR EXERCISES IN 1995 AND
1995 YEAR-END OPTION/SAR VALUES
The following table sets forth the aggregated option and SAR exercises
in 1995, and 1995 year-end values for such options and SARs.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at 1995 Options/SARs at 1995
Shares Year End Year End(1)
Acquired Value ---------------------------- ----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
T. Jefferson 3,360 $15,960 34,032(3) 1,008 $40,860 $4,260
Cunningham III(2)
John Charles -0- -0- 70,799 -0- $435,514 -0-
VanWormer(4)
Paul A. Maisch(2) -0- -0- 5,600 840 $33,000 $4,640
Donald H. Weber -0- -0- -0- -0- -0- -0-
David S. Macfarland -0- -0- -0- -0- -0- -0-
</TABLE>
____________________________________________
(1) The value of the options was based upon the closing price of $18.50 of
the Corporation's Common Stock on the Nasdaq National Market System on
December 29, 1995.
(2) Except for SARs for 30,000 shares granted to Mr. Cunningham, the
Corporation has the right to repurchase the shares acquired upon
exercise at the then most recent quarter end book value if the officer
terminates employment prior to his retirement date. Such book value was
$15.36 per share at December 29, 1995, or $3.14 below the market value
of $18.50 on such date.
- 11 -
<PAGE>
(3) SARs for 30,000 shares were exercisable as of January 17, 1996.
(4) At December 31, 1995, Mr. VanWormer had 12,880 unexercised tandem SARs,
all of which are currently exercisable.
SUPPLEMENTAL RETIREMENT BENEFITS
The Bank has an Executive Supplemental Income Plan (the "ESI Plan")
which is similar to a deferred compensation plan. The purpose of the ESI
Plan is to provide certain officers of the Bank with supplemental retirement
benefits which are payable in monthly installments over a 15 year period.
Retirement age under the ESI Plan is 65, although employees with at least 15
years of service may retire at age 55 with the approval of the Board of
Directors. The ESI Plan also provides for benefits to be paid in the event
of death or disability. In the event of a change in control, as defined in
the ESI Plan, employees who have attained age 55 may retire and receive
actuarially reduced benefits under the ESI Plan without prior Board approval.
Employees under age 55 who are terminated without just cause after a change
in control may also receive actuarially reduced benefits under the ESI Plan.
The ESI Plan utilizes specifically designed life insurance contracts for the
payment of pre-retirement benefits and accrues for potential liability for
the post-retirement benefits payable under the plan. The ESI Plan is no
longer offered by the Corporation, but approximately eight officers are
currently covered. Under the ESI Plan, Mr. VanWormer will be entitled to
annual post-retirement benefits of $27,500.
EMPLOYMENT AGREEMENTS
Effective July 1, 1995, the Corporation entered into new employment
agreements with Messrs. Cunningham and VanWormer, which agreements replaced
their then existing employment agreements. The new agreements reflect the
removal of certain fringe and retirement benefits from the prior agreements,
and the inclusion of Mr. VanWormer in the Corporation's unfunded executive
officer SRP. Like the prior agreements, the new agreements have three year
terms and are subject to annual extension. Under the new agreements, Mr.
Cunningham's annual base salary is $218,000, and Mr. VanWormer's annual base
salary is $198,000.
Mr. Cunningham's agreement entitles him to participate in all employee
plans, including participation in bonus awards and the supplemental
retirement plan. In the event the agreement is not extended or Mr.
Cunningham is terminated other than for cause (including a change in
control), the agreement requires a termination payment of twice his highest
total cash compensation paid in any of the previous three years.
Mr. VanWormer's agreement entitles him to participate in all employee
plans relating to pension, profit-sharing or other retirement benefits;
medical insurance or other customary fringe benefits; and other group
benefits. In the event of termination other than for cause, the agreement
requires a termination payment of his salary for a one year period plus the
unexpired amount of his contract compensation. In the event of a change in
control, the agreement provides for a termination payment of the difference
between (i) 2.99 times Mr. VanWormer's "base amount," as defined in Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended ("Code"), and
(ii) the sum of any other parachute payments, as defined under Section
280G(b)(2) of the Code.
In addition, in 1995, the Corporation entered into a two-year employment
agreement with Paul A. Maisch, Chief Financial Officer of the Bank and
Treasurer of the Corporation. The contract provides for an annual base
compensation of $105,000, and automatic one year renewals at the expiration
of the contract and at subsequent expiration dates. In the event of
termination other than for cause, Mr. Maisch is entitled to a payment equal
to his base salary for one year, and continuation for one year of his
insurance benefits. In the event the Corporation elects not to renew the
contract at an expiration date and Mr. Maisch elects to terminate employment,
he is
- 12 -
<PAGE>
entitled to a payment equal to his base salary for six months. In the event
the Corporation ceases to operate as an "independent" company or as part of
an "independent" banking corporation, Mr. Maisch is not appointed Chief
Financial Officer of the successor company, and he elects to terminate his
employment, Mr. Maisch is entitled to a payment equal to the base
compensation for the remainder of the term of the agreement, with a minimum
payment equal to his base compensation for twelve months.
The Corporation also entered into a two-year employment agreement in
1995 with Donald H. Weber, Executive Vice President of the Bank. The contract
provides for an annual base compensation of $100,000, and an initial one-time
payment of $15,000. In the event of termination other than for cause, Mr.
Weber is entitled to a payment equal to the remaining base compensation for
the contract period, and to continuation of insurance benefits for the
remainder of the contract period, subject to a maximum of twelve months, and
a minimum of three months.
The Corporation entered into a three-year employment agreement in 1994
with David S. MacFarland, Regional Executive Vice President of the Bank. The
contract provides for an annual base compensation of $100,000, an initial
one-time payment of $15,000, and automatic one year renewals at the
expiration of the contract and subsequent expiration dates. In the event of
termination other than for cause, Mr. MacFarland is entitled to a payment
equal to his base compensation for one year plus an additional 12 months of
life insurance and medical benefits. In the event the Bank ceases to operate
as an "independent" bank or part of an "independent" banking group, and Mr.
MacFarland elects to terminate the agreement, he is entitled to payment equal
to his base compensation for one year. After the first anniversary of
termination due to such reason, Mr. MacFarland is entitled to up to a maximum
of twelve monthly payments of supplementary termination pay, on the basis of
the difference between his former base compensation and earnings in
subsequent employment.
- 13 -
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative shareholder return (i.e., price
change plus reinvestment of dividends) on the Corporation's Common Stock
during the five year period ended December 31, 1995 as compared to: (i) an
overall Nasdaq market index; and (ii) a peer group index (consisting of the
Corporation and the following eight other New York bank holding companies
with total assets of between $500 million and $1 billion: Arrow Financial
Corporation, Commercial Bank of New York, Community Bank System, Inc.,
Evergreen Bancorp, Inc., State Bancorp, Inc., Sterling Bancorp, Suffolk
Bancorp, and Tompkins County Trust Company). In accordance with Securities
and Exchange Commission ("SEC") rules, the base date utilized for calculating
the index values for the graph is December 31, 1990. At that time, the
Corporation's stock was not traded in any recognized market, and traded only
infrequently in private transactions. The Corporation's shares were included
in the Nasdaq National Market System in May 1992 in connection with the
public offering made that year at a price of $12.625 per share.
HUDSON CHARTERED BANCORP, INC.
Stock Price Performance
[GRAPH]
<TABLE>
<CAPTION>
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Hudson Chartered - NY 100 91.26 80.23 107.47 123.85 135.71
Hudson Peer Group 100 112.73 163.13 200.48 208.09 275.56
All NASDAQ US Stocks 100 160.56 186.86 214.51 209.68 296.30
</TABLE>
The following graph shows the cumulative shareholder return (i.e., price
change plus reinvestment of dividends) on the Corporation's Common Stock as
compared to the indices described above since December 31, 1992, which is the
first year-end that the Corporation's shares were included in the Nasdaq
National Market System.
HUDSON CHARTERED BANCORP, INC.
Selected Stock Price Performance
[GRAPH]
<TABLE>
<CAPTION>
12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Hudson Chartered - NY 100 133.95 154.37 169.15
Hudson Peer Group 100 122.90 127.57 168.93
All NASDAQ US Stocks 100 114.80 112.22 158.58
</TABLE>
- 14 -
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth as of March 1, 1996 information
concerning beneficial ownership of the Corporation's Common Stock and $7.25
Cumulative Convertible Preferred Stock, Series B ("Preferred Stock"), by each
director and nominee for election as a director, each of the named executive
officers, and all directors and executive officers of the Corporation, as a
group. The number of shares shown as beneficially owned by each director and
executive officer is determined under the rules of the SEC, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under the SEC's rules, beneficial ownership includes any
shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual had the right to
acquire within 60 days of March 1, 1996 through the exercise of any option,
warrant or right. Shares of Preferred Stock are not entitled to vote at the
Annual Meeting but are convertible into shares of Common Stock at a rate
equal to approximately .772 shares of Common Stock per share of Preferred
Stock, subject to certain adjustments. On March 12, 1996, the Corporation
called the Preferred Stock for redemption. The redemption date is April 15,
1996. Holders of the Preferred Stock have the option to convert their shares
to Common Stock by April 10, 1996, and it is expected that virtually all
holders of the Preferred Stock will convert their shares to Common Stock.
Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares set forth in the table.
<TABLE>
<CAPTION>
Common Stock Preferred Stock
------------------------------ ------------------------
Amount and Amount and
Nature of Nature of
Beneficial Percent of Beneficial Percent of
Name Ownership(1),(2) Class Ownership Class
- ---- ---------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Robert M. Bowman(3) 27,719 * 1,200 *
H. Todd Brinckerhoff(4) 51,550 1.34% -0- *
Edward vK. Cunningham, Jr.(5) 499,139 12.94% -0- *
T. Jefferson Cunningham III(6) 558,609 14.47% -0- *
Tyler Dann(7) 215,777 5.58% 14,500 2.54%
Robert R. Fraleigh 19,424 * -0- *
R. Abel Garraghan(8) 10,723 * 7,000 1.23%
Robert V. Lindsay 15,911 * -0- *
David S. MacFarland 118 * -0- *
Paul A. Maisch(9) 9,507 * -0- *
Warren R. Marcus(10) 152,690 3.96% 32,500 5.69%
Robert J. Marvin(11) 54,740 1.42% 5,000 *
Jack A. McEnroe 11,088 * -0- *
Robert L. Patrick 4,478 * -0- *
Lewis J. Ruge(12) 49,882 1.29% -0- *
John Charles VanWormer(13) 95,990 2.44* 300 *
Donald H. Weber 1,100 * -0- *
James R. Williams 217,121 5.63% -0- *
Directors and executive officers
as a group (22 persons): 1,522,925 37.78% 60,500 10.59%
</TABLE>
_____________________________________
* Less than 1% of the class. At the close of business on March 1, 1996,
there were 3,857,063 shares of Common Stock and 571,301 shares of Preferred
Stock outstanding. Where necessary, percentages were calculated by adding
shares subject to exercisable stock options and shares of Common Stock into
which Preferred Stock can be converted to the shares of Common Stock
outstanding.
(1) Includes shares of Common Stock that could be acquired upon conversion
of Preferred Stock in the following amounts: Mr. Bowman, 926 shares; Mr.
Dann, 11,194 shares; Mr.
- 15 -
<PAGE>
Garraghan, 5,404 shares; Mr. Marcus, 25,090 shares; Mr. Marvin, 3,860 shares;
and Mr. VanWormer, 232 shares.
(2) Includes shares of Common Stock that could be acquired within 60 days
pursuant to the exercise of stock options in the following amounts: Mr.
Bowman, 6,765 shares; Mr. T. J. Cunningham III, 4,434 shares; Mr. Fraleigh,
6,765 shares; Mr. Maisch, 5,676 shares; Mr. Marvin, 6,765 shares; and Mr.
VanWormer, 77,879 shares.
(3) Includes 3,604 shares of Common Stock owned by Mr. Bowman's spouse and
3,259 shares of Common Stock owned by his daughter, as to which beneficial
ownership is disclaimed. The shares of Preferred Stock are held by a company
owned by Mr. Bowman.
(4) Includes 28,636 shares of Common Stock held by companies owned by Mr.
Brinckerhoff.
(5) Includes 19,145 shares of Common Stock held in family trusts of which
Mr. E. vK. Cunningham, Jr. is trustee (which shares are also reflected as
being beneficially owned by T. J. Cunningham III, Jr. -- see note 6), 471,818
shares held by the George Gale Foster Corporation ("GGF"), a personal holding
company of which Mr. E. vK. Cunningham, Jr. is chairman of the board of
directors and president (which shares are also reflected as being
beneficially owned by T. J. Cunningham III, Jr. -- see note 6), 513 shares
held in a retirement account, and 1,437 shares held by Mr. E. vK. Cunningham,
Jr.'s spouse as to which beneficial ownership is disclaimed.
(6) Includes 19,145 shares of Common Stock held in family trusts of which
Mr. T. J. Cunningham III has the right to qualify as trustee (which shares
are also reflected as being beneficially owned by Mr. E. vK. Cunningham, Jr.
- -- see note 5), 471,818 shares held by GGF (which shares are also reflected
as being beneficially owned by Mr. E. vK. Cunningham, Jr. -- see note 5),
10,825 shares held in the names of Mr. T. J. Cunningham III's spouse and
children, 23,686 shares held in the name of retirement accounts, and 200
shares of Common Stock allocated to Mr. T. J. Cunningham III under the
Corporation's ESOP.
(7) Includes 196,471 shares of Common Stock held in the names of several
businesses with which Mr. Dann is affiliated and 1,336 shares held by Mr.
Dann's spouse and son. Also includes 12,500 shares of Preferred Stock held
in the names of two businesses with which Mr. Dann is affiliated.
(8) Includes 3,000 shares of Preferred Stock owned by Mr. Garraghan's spouse
as custodian for a child, 2,000 shares of Preferred Stock owned jointly with
Mr. Garraghan's spouse, and 2,000 shares of Preferred Stock held in a profit
sharing plan trust.
(9) Includes 2,414 shares of Common Stock held jointly with Mr. Maisch's
mother, and 133 shares of Common Stock allocated to Mr. Maisch under the
Corporation's ESOP.
(10) Mr. Marcus is President of WRM Equity Management, Inc., a registered
investment advisor, and reports sole voting and investment power as to
127,600 shares of Common Stock and 20,000 shares of Preferred Stock held on
behalf of Boston Safe Deposit & Trust Co. as Trustee for Kodak Retirement
Income Plan by Warren Marcus Associates, Inc., a registered investment
adviser. Also includes 4,000 shares of Preferred Stock owned by Warren
Marcus Associates, Inc. Pension Trust, and 3,000 shares of Preferred Stock
owned by Mr. Marcus' spouse as to which beneficial ownership is disclaimed.
(11) Includes 296 shares of Common Stock and 2,700 shares of Preferred Stock
held in trust for the benefit of Mr. Marvin, 252 shares of Common Stock and
2,300 shares of Preferred Stock held in trust for the benefit of Mr. Marvin's
spouse as to which beneficial ownership is disclaimed, and 14,545 shares of
Common Stock in a Keogh account.
(12) Includes 7,723 shares of Common Stock owned by Mr. Ruge's spouse.
(13) Includes 38 shares of Common Stock held in trust for the benefit of
Mr. VanWormer, and 4,629 shares of Common Stock allocated to Mr. VanWormer
under the Corporation's ESOP. All of the shares of Preferred Stock are held
in trust for the benefit of Mr. VanWormer.
- 16 -
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 1, 1996, the following persons are known to the Corporation
to be beneficial owners of more than five percent of the Corporation's Common
Stock. The information set forth in the table is as reported in Schedules
13D as filed with the SEC, and other information provided to the Corporation.
<TABLE>
<CAPTION>
Common Stock Preferred Stock
-------------------------- -------------------------
Amount and Amount and
Nature of Nature of
Name and Address Beneficial Percent of Beneficial Percent of
of Beneficial Owner Ownership Class Ownership Class
- ------------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
George Gale Foster Corporation(1) 471,818 12.23% -0- 0%
c/o Van DeWater & Van DeWater
Mill & Garden Streets
P.O. Box 112
Poughkeepsie, New York 12602
Tyler Dann(2) 215,777 5.58% 14,500 2.54%
c/o Wesfair Agency, Inc.
P.O. Box 215
9 Hunts Lane
Chappaqua, New York 10514
James R. Williams and 217,121 5.63% -0- 0%
Randolph L. Williams
c/o J & J Log & Lumber Corp.
P.O. Box 427
County Route 7, Old Route 22
Dover Plans, New York 12522
</TABLE>
_________________________________
(1) GGF is a registered bank holding company under the Bank Holding Company
Act of 1956, as amended, of which Mr. Edward vK. Cunningham, Jr. is Chairman
of the Board and President, and Mr. T. Jefferson Cunningham III is a director
and Vice President. See also the notes applicable to Mr. E. vK. Cunningham,
Jr. and Mr. T. J. Cunningham III in the table set forth under "Security
Ownership of Directors and Executive Officers."
(2) Includes 11,194 shares of Common Stock that could be acquired upon
conversion of Preferred Stock. See also the note applicable to Mr. Dann in
the table set forth under "Security Ownership of Directors and Executive
Officers."
CERTAIN REPORTS
Section 16(a) of the Exchange Act requires the Corporation's directors,
certain of its executive officers, and persons who own more than ten percent
of a registered class of the Corporation's equity securities, to file with
the Corporation and the SEC initial reports of ownership and reports of
changes in ownership of any equity securities of the Corporation. During
1995, to the best of the Corporation's knowledge, all required reports were
filed on a timely basis, except that Mr. Clifford Straub, an executive
officer of the Bank, failed to timely file one report arising from his
appointment as an executive officer. In making this statement, the
Corporation has relied on the written representations of its directors and
executive officers and copies of the reports provided to the Corporation.
INDEPENDENT AUDITORS
- 17 -
<PAGE>
At its meeting on February 8, 1996, the Audit Committee of the Board of
Directors appointed Deloitte & Touche LLP as the principal accountant to
audit the financial statements of the Corporation for 1996. Prior to October
3, 1994, Ernst & Young LLP served as principal accountant to audit Community
Bancorp, Inc.'s financial statements. Ernst & Young LLP's engagement was
terminated as of October 3, 1994. Deloitte & Touche LLP had been the
principal accountant for Fishkill National Corporation since 1991 prior to
its merger into the Corporation on September 30, 1994.
The report of Ernst & Young LLP on Community Bancorp, Inc.'s financial
statements for 1993 contained no adverse opinion or disclaimer of opinion,
nor was it qualified as to any uncertainty, audit scope or accounting
principle. In addition, there were no disagreements on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure during 1993 and the subsequent interim period
through October 3, 1994 between Community Bancorp, Inc. and Ernst & Young LLP.
Representatives of Deloitte & Touche LLP are expected to be present at
the Annual Meeting with the opportunity to make a statement if they desire to
do so and to be available to respond to appropriate questions.
ANNUAL REPORT
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SEC FOR THE YEAR ENDED DECEMBER 31, 1995 (WITHOUT EXHIBITS) ACCOMPANIES THIS
PROXY STATEMENT. COPIES OF THE EXHIBITS TO SUCH REPORT MAY BE OBTAINED UPON
REQUEST TO PAUL A. MAISCH, CHIEF FINANCIAL OFFICER AND TREASURER, HUDSON
CHARTERED BANCORP, INC., ROUTE 55, LAGRANGEVILLE, NEW YORK 12540. A
REASONABLE EXPENSE MAY BE CHARGED FOR THE FURNISHING OF EXHIBITS TO THE FORM
10-K. The Annual Report on Form 10-K is not part of the proxy solicitation
materials.
SOLICITATION OF PROXIES
Solicitation of proxies may be made by mail, personal interviews,
telephone and facsimile by officers and employees of the Corporation and its
subsidiaries. Brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward soliciting material to the
beneficial owners of the common stock held of record by such persons.
Expenses for such solicitation will be borne by the Corporation.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholders may submit proposals to be considered for shareholder
action at the 1997 annual meeting of shareholders if they do so in accordance
with the applicable SEC rules. Any such proposals must be in writing and
received by the Corporate Secretary of the Corporation no later than December
4, 1996 in order to be considered for inclusion in the Corporation's 1997
proxy materials.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
Annual Meeting. If, however, any other business should properly come before
the Annual Meeting, or any adjournment thereof, it is intended that the proxy
will be voted with respect thereto in accordance with the best judgment of
the persons named in the proxy.
By Order of the Board of Directors
Nancy Behanna
Corporate Secretary
<PAGE>
PROXY
HUDSON CHARTERED BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS - MAY 2, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HUDSON CHARTERED BANCORP, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of
Hudson Chartered Bancorp, Inc. (the "Corporation"), Rhinebeck, New York, does
hereby nominate, constitute and appoint Vera Ferrone and David Kane, and each
of them, as true and lawful attorneys-in-fact (each of whom shall have full
power of substitution) to vote all shares of Common Stock of the Corporation
standing in my name on its books as of the close of business on March 29,
1996, at the Annual Meeting of Shareholders to be held on May 2, 1996, at
9:00 a.m., or at any adjournments or postponements thereof, with all powers
the undersigned would possess if personally present, as follows:
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEES REFERRED TO IN ITEM 1 (INCLUDING ANY SUBSTITUTE
NOMINEE IN THE CASE OF UNAVAILABILITY).
1. With respect to election as directors.
NOMINEES: Robert M. Bowman, T. Jefferson Cunningham III, Robert R. Fraleigh
(or any substitution nominee should any of the above become unavailable for
any reason)
/ / FOR / / WITHHOLD
/ /___________________________________________________________________________
To withhold authority to vote for any individual nominee(s), write the
name(s) on the line above.
2. In their discretion on any other matters which may be brought before the
Annual Meeting or any adjournments or postponements thereof.
/ / MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
When signing as Attorney, Executor, Administrator, Trustee or Guardian,
please give full title. If more than one Trustee, all should sign. All
joint owners must sign. PLEASE MARK, SIGN, DATE, AND PROMPTLY RETURN THIS
PROXY TO: BANK OF BOSTON, PROXY DEPARTMENT, P.O. BOX 1826, BOSTON, MA
02105-9805 USING THE ENCLOSED ENVELOPE.
Signature _____________________________________________ Date _______________
Signature _____________________________________________ Date _______________
