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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
Progressive Bank, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
743313108
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(CUSIP Number)
T. Jefferson Cunningham III
Chairman and Chief Executive Officer
Hudson Chartered Bancorp, Inc.
P.O. Box 310, Route 55
Lagrangeville, New York 12540
(914) 471-1711
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 16, 1997
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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. / /
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
An Exhibit Index Appears on Sequentially Numbered Page 14.
This Document Consists of 17 Pages.
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<PAGE>
CUSIP No. 743313108 Schedule 13D Page 2 of 17
1. Name of Reporting Person: Hudson Chartered Bancorp, Inc.
I.R.S. Identification No. 14-1668718
2. Check the appropriate box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: WC, OO
5. Check Box if Disclosure of Legal Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization: New York
Number of Shares 7. Sole Voting Power 0(1)
Beneficially
Owned by Each 8. Shared Voting Power 0(1)
Reporting Person
With 9. Sole Dispositive Power: 0(1)
10. Shared Dispositive Power 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11): 0%(1)
14. Type of Reporting Person: HC, CO
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1 The Reporting Person and the Issuer have entered into a Stock Option Agreement
covering 766,300 shares of Progressive Common Stock (as defined herein) (the
"Progressive Option Shares") or approximately 19.9% of the total number of
shares of the issuer outstanding as of December 16, 1997, without giving effect
to the issuance of any shares pursuant to the option described herein, or 16.7%
of the total number of shares of the issuer that would be outstanding after
giving effect to the issuance of such shares. Unless and until the option
granted thereunder is exercised by the Reporting Person, the Reporting Person
disclaims beneficial ownership of the shares covered by the Stock Option
Agreement.
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CUSIP No. 743313108 Schedule 13D Page 3 of 17
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 $1.00 per share, of Progressive Bank,
Inc. ("Progressive"). The address of the principal executive offices of
Progressive is 1301 Route 52, P.O. Box 7000, Fishkill, New York 12524.
Item 2. Identity and Background.
This statement is filed on behalf of Hudson Chartered Bancorp, Inc.
("Hudson Chartered"), a New York corporation with its principal executive
offices at Route 55, Lagrangeville, New York 12540. Hudson Chartered is a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended (The "BHCA"), and provides a wide range of financial services to
individuals and businesses in New York.
Filed as Schedule I to this Schedule 13D is a list of the executive
officers and directors of Hudson Chartered containing the following information
with respect to each such person: (a) name, (b) business address and (c) present
principal occupation or employment, and the name and, if different than such
person's business address, the address of any corporation or other organization
in which such employment is conducted. Each person listed in Schedule I is a
United States citizen.
During the past five years, neither Hudson Chartered nor, to the best
of Hudson Chartered's knowledge, any person in Schedule I: (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or 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
Pursuant to a Stock Option Agreement, dated as of December 16, 1997,
between Progressive, as issuer, and Hudson Chartered, as grantee (the
"Progressive Option Agreement"), Progressive has granted Hudson Chartered an
irrevocable option (the "Progressive Option") to purchase the Progressive Option
Shares covered by this Schedule 13D under certain circumstances. Specifically,
the Progressive Option grants Hudson Chartered the right to purchase up to
766,300 shares of Progressive Common Stock, which represent 19.9% of the number
of shares outstanding on December 16, 1997, without giving effect to the
issuance of any shares pursuant to an exercise of the Progressive Option, or
16.7% of the number of shares of Progressive Common Stock outstanding after
giving effect to the issuance of such shares, subject to certain adjustments, at
a price, subject to certain adjustments, of $36.63 per share. The Progressive
Option was granted by Progressive as a condition to and in consideration of
Hudson Chartered entering into an Agreement and Plan of Reorganization, dated as
of December 16, 1997, among Hudson Chartered, First National Bank of the Hudson
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CUSIP No. 743313108 Schedule 13D Page 4 of 17
Valley ("Hudson Valley"), Progressive and Pawling Savings Bank ("Pawling") (the
"Reorganization Agreement"), and a Plan of Merger, dated as of December 16,
1997, between Hudson Chartered and Progressive (the "Plan of Merger").
The exercise of the Progressive Option for the full number of
Progressive Option Shares currently covered thereby would require aggregate
funds of approximately $28.1 million. It is anticipated that, should the
Progressive Option become exercisable and should Hudson Chartered elect to
exercise the Progressive Option, Hudson Chartered would obtain the funds for
purchase from working capital or loans from banks that have not yet been
identified.
The foregoing descriptions of the Progressive Option Agreement is
qualified in its entirety by reference to such document included as Exhibit 5 to
this Schedule 13D and is specifically incorporated herein by reference.
Item 4. Purpose of Transaction.
On December 16, 1997, Hudson Chartered and Progressive entered into the
Reorganization Agreement, pursuant to which Progressive will, subject to the
conditions and upon the terms stated therein, merge (the "Merger") with and into
Hudson Chartered under the name of "Premier National Bancorp, Inc." (the
corporation surviving the Merger is referred to herein as the "Continuing
Corporation"). Hudson Chartered and Progressive also entered into a Stock Option
Agreement (the "Hudson Chartered Option Agreement," and, together with the
Progressive Option Agreement, the "Option Agreements"), pursuant to which Hudson
Chartered granted to Progressive an irrevocable option to purchase shares of
Hudson Chartered Common Stock, $0.80 par value per share (the "Hudson Chartered
Common Stock") under certain circumstances (the "Hudson Chartered Option," and,
together with the Progressive Option, the "Options"). Specifically, the Hudson
Chartered Option grants Progressive the right to purchase up to 1,415,250 shares
of Hudson Chartered Common Stock (the "Hudson Chartered Option Shares") (which
represent 19.9% of the number of shares of Hudson Chartered Common Stock
outstanding on December 16, 1997, without giving effect to the issuance of any
shares pursuant to an exercise of the Hudson Chartered Option, or 16.7% of the
number of shares of Hudson Chartered Common Stock outstanding after giving
effect to the issuance of such shares), subject to certain adjustments, at a
price of $21.75 per share, subject to certain adjustments. The Hudson Chartered
Option was granted by Hudson Chartered as a condition of and in consideration
for Progressive entering into the Reorganization Agreement.
The Reorganization Agreement and the Plan of Merger provide, among other
things, that, as a result of the Merger, each share of Progressive Common Stock
outstanding immediately prior to the effective time of the Merger (the
"Effective Time") (other than any dissenting shares under New York law and
certain other shares) will be converted into 1.82 shares (the "Exchange Ratio")
of Common Stock of the Continuing Corporation, and cash in lieu of any
fractional shares, and all issued and outstanding shares of Hudson Chartered
Common Stock shall continue to be issued and outstanding shares of capital stock
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CUSIP No. 743313108 Schedule 13D Page 5 of 17
of the Continuing Corporation. Upon consummation of the Merger, the Progressive
Common Stock will be deregistered and cease to be authorized to be quoted on The
Nasdaq Stock Market, and Progressive's reporting obligations under the Exchange
Act will be suspended in accordance with the rules and regulations of the
Commission.
Hudson Chartered has no present intention to acquire any shares of
Progressive Common Stock except pursuant to the Merger Agreement and the Option
Agreement.
Except as otherwise set forth in Items 4, 5 and 6 hereof and the
Exhibits to this Schedule 13D (which are hereby incorporated by reference herein
and made a part hereof to the same extent as though set forth herein in full),
Hudson Chartered does not now have any plans or proposals which relate to or
would result in (i) the acquisition by any person of additional securities of
Progressive, or the disposition of securities of Progressive; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Progressive or any of its subsidiaries; (iii) any change
in the present Board of Directors or management of Progressive, including any
change in the number or term of Progressive directors or the filling of any
existing vacancies on the Board of Directors of Progressive; (iv) any material
change in the present capitalization or dividend policy of Progressive; (v) any
other material change in the business or corporate structure of Progressive;
(vi) changes in Progressive's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Progressive by any person; (vii) causing a class of securities of Progressive to
be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; or (viii) a class of equity securities of Progressive
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer.
The 766,300 shares of Progressive Common Stock subject to the Option
represent approximately 16.7% of the 4,598,109 shares of Progressive Common
Stock that would be issued and outstanding upon exercise of the Option in full.
Unless and until the Option is exercised, Hudson Chartered disclaims beneficial
ownership of the Progressive Common Stock subject to the Option.
Filed as Schedule II to this Schedule 13D is a list of the shares of
Progressive Common Stock beneficially held by certain persons listed in Schedule
I hereto. Hudson Chartered disclaims beneficial ownership of the shares listed
in Schedule II hereto.
Except as set forth in Schedule II hereto or as otherwise described
herein, neither Hudson Chartered, nor, to the best of Hudson Chartered's
knowledge, any of the persons listed on Schedule I hereto, beneficially owns any
shares of Progressive Common Stock. Other than as described in this Schedule
13D, no transactions in Progressive Common Stock were effected during the past
60 days by Hudson Chartered, or, to the best of Hudson Chartered's knowledge, by
any of the persons listed on Schedule I hereto.
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CUSIP No. 743313108 Schedule 13D Page 6 of 17
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Progressive Option Agreement
Set forth below is a description of selected provisions of the
Progressive Option Agreement. Such description is qualified in its entirety by
reference to the copy of the Progressive Option Agreement filed as an Exhibit
hereto, which is incorporated herein by reference and made a part hereof to the
same extent as though set forth herein in full.
Under the Progressive Option Agreement, Progressive granted Hudson
Chartered the right to purchase up to 766,300 shares of Progressive Common Stock
at a purchase price of $36.63 per share. The Progressive Option Agreement was
executed to facilitate the Merger. Hudson Chartered may exercise the Option upon
the occurrence of any of the following events (each, a "Purchase Event") after
the execution of the Option Agreement:
(a) Progressive or Pawling, without having received Hudson Chartered's
prior written consent, shall have entered into an agreement with any person
(other than Hudson Chartered or any of its subsidiaries) to (i) merge or
consolidate, or enter into any similar transaction, with Progressive or Pawling,
(ii) purchase, lease or otherwise acquire all or substantially all of the assets
of Progressive or Pawling or (iii) purchase or otherwise acquire (including by
way of merger, consolidation, share exchange or any similar transaction)
securities representing 10% or more of the voting power of Progressive or
Pawling;
(b) any person (other than Progressive, Pawling, Pawling in a fiduciary
capacity, Hudson Chartered, Hudson Valley or Hudson Valley in a fiduciary
capacity) shall have acquired beneficial ownership or the right to acquire
beneficial ownership of 20% or more of the outstanding shares of Progressive
Common Stock after the date hereof (the term "beneficial ownership" for purposes
of this Option Agreement having the meaning assigned thereto in Section 13(d) of
the Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder);
(c) any person (other than Hudson Chartered or any of its subsidiaries)
shall have a bona fide proposal to Progressive by public announcement or written
communication that is or becomes the subject of public disclosure to acquire
Progressive or Pawling by merger, consolidation, purchase of all or
substantially all of its assets or any other similar transaction, and following
such bona fide proposal the shareholders of Progressive vote not to adopt the
Plan of Merger; or
(d) Progressive shall have willfully and intentionally breached any
Specified Covenant (as defined in the Progressive Option Agreement) following
receipt of a bona fide proposal to Pawling or Progressive to acquire Progressive
or Pawling by merger, consolidation, purchase of all or substantially all of its
assets or any other similar transaction, which breach would entitle Hudson
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CUSIP No. 743313108 Schedule 13D Page 7 of 17
Chartered to terminate the Merger Agreements (without regard to the cure periods
provided for therein) and such breach shall not have been cured prior to the
Notice Date (as defined below).
Unless Hudson Chartered shall have breached in any material respect any
material covenant or representation contained in the Reorganization Agreement
and such breach has not been cured, Hudson Chartered may exercise the Option, in
whole or part, at any time or from time to time if a Purchase Event shall have
occurred and be continuing; provided that, to the extent the Option shall not
have been exercised, it shall terminate and be of no further force and effect:
(a) on the Effective Date of the Merger; or
(b) upon termination of the Merger Agreements in accordance with the
provisions thereof (other than a termination resulting from a willful breach by
Progressive of any Specified Covenant (as defined in the Progressive Option
Agreement) following receipt of a bona fide proposal by Progressive or Pawling
to acquire Progressive or Pawling by merger, consolidation, purchase of all or
substantially all of its assets or any other similar transaction, or, following
the occurrence of a Purchase Event, failure of Progressive's shareholders to
approve the Merger Agreements by the vote required under applicable law or under
Progressive's Certificate of Incorporation), or
(c) twelve months after termination of the Merger Agreements due to a
willful breach by Progressive of any Specified Covenant following receipt of a
bona fide proposal by Progressive or Pawling to acquire Progressive or Pawling
by merger, consolidation, purchase of all or substantially all of its assets or
any other similar transaction, or, following the occurrence of a Purchase Event,
failure of Progressive's shareholders to approve the Merger Agreements by the
vote required under applicable law or under Progressive's Certificate of
Incorporation; and provided further that any such exercise shall be subject to
compliance with applicable provisions of law.
In the event of any change in Progressive Common Stock by reason of
stock dividends, split-ups, mergers, recapitalizations, combinations, exchanges
of shares or the like, the type and number of shares subject to the Option, and
the purchase price therefor, shall be adjusted appropriately. Also, in the event
that any additional shares of Progressive Stock are issued or otherwise become
outstanding after the date of the Option Agreement (other than pursuant to the
Option Agreement), the number of shares of Progressive Common Stock subject to
the Option shall be adjusted so that, after such issuance, it equals 19.9% of
the number of shares of Progressive Common Stock then issued and outstanding
without giving effect to any shares subject or issued pursuant to the Option.
The Progressive Option Agreement also provides that, at the request of
Hudson Chartered at any time following the occurrence of a Repurchase Event (as
defined in the Progressive Option Agreement) and ending upon termination of the
Progressive Option Agreement, pursuant to the terms thereof ("Repurchase
Period"), Progressive shall repurchase the Option from Hudson Chartered together
with any shares of Progressive Common Stock purchased by Hudson Chartered
pursuant thereto, at a price specified in the Progressive Option Agreement and
described below.
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CUSIP No. 743313108 Schedule 13D Page 8 of 17
The repurchase price shall be equal to the sum of:
(a) The exercise price paid by Hudson Chartered for any shares of
Progressive Common Stock acquired pursuant to the Option;
(b) The difference between the "market/tender offer" price for shares of
Progressive Common Stock (defined as the highest of (i) the highest price per
share at which a tender or exchange offer has been made, (ii) the price per
share, whether in cash or the value of securities or other property or a
combination thereof, of Progressive Common Stock to be paid by any third party
pursuant to an agreement with Progressive, or (iii) the highest reported sale
price for shares of Progressive Common Stock within that portion of the
Repurchase Period preceding the date Hudson Chartered gives notice of the
required repurchase) and the exercise price as determined pursuant to Section 2
of the Progressive Option Agreement, multiplied by the number of shares of
Progressive Common Stock with respect to which the Option has not been
exercised, but only if the market/tender offer price is greater than such
exercise price;
(c) The difference between the market/tender offer price (as defined in
Section 7(b) of the Progressive Option Agreement) and the exercise price paid by
Hudson Chartered for any shares of Progressive Common Stock purchased pursuant
to the exercise of the Option, multiplied by the number of shares so purchased,
but only if the market/tender offer price is greater than such exercise price;
and
(d) Hudson Chartered's reasonable out-of-pocket expenses incurred in
connection with the transactions contemplated by the Reorganization Agreement,
including, without limitation, legal, accounting, financial advisory and
investment banking fees.
Reorganization Agreement
Set forth below is a description of selected provisions of the
Reorganization Agreement. Such description is qualified in its entirety by
reference to the copy of the Reorganization Agreement. Such description is
qualified in its entirety by reference to the copy of the Reorganization
Agreement filed as an Exhibit hereto, which is incorporated herein by reference
and made a part hereof to the same extent as though set forth herein in full.
The Reorganization Agreement provides that, on the effective date of the
Merger, Progressive will be merged with and into Hudson Chartered, under the
name of the Continuing Corporation, followed by the conversion of each
outstanding share of Progressive Common Stock (except as provided in the
Reorganization Agreement and including any rights attached thereto) into 1.82
shares of common stock of the Continuing Corporation, and cash in lieu of any
fractional shares. All outstanding shares of Hudson Chartered Common Stock shall
continue to be issued and outstanding shares of capital stock of the Continuing
Corporation.
The Reorganization Agreement also contains certain covenants of the
parties regarding the conduct of their respective businesses pending
consummation of the Merger. For example, each party generally is required to
conduct its respective business in the ordinary course consistent with past
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CUSIP No. 743313108 Schedule 13D Page 9 of 17
practice and to use all reasonable efforts to preserve its respective business
organization intact. In addition, each party has agreed not to take certain
actions described in the Reorganization Agreement.
The Reorganization Agreement further provides that, except to the extent
legally required for the discharge of the fiduciary duties of the Board of
Directors, as advised by counsel, neither Hudson Chartered nor Progressive shall
solicit or encourage inquiries or proposals with respect to any acquisition or
purchase of all or a substantial portion of the assets of, or a substantial
equity interest in it or its subsidiaries, or any business combination with it
or its subsidiaries other than as contemplated by the Reorganization Agreement;
or authorize or permit any officer, director, agent or affiliate of it to do any
of the above; or fail to notify the other party immediately if any such
inquiries or proposals are received by it or its subsidiaries.
Both Hudson Chartered and Progressive have agreed to use all reasonable
efforts to obtain as soon as practicable all consents and approvals of any
persons necessary or desirable for the consummation of the Merger and other
transactions contemplated by the Reorganization Agreement, including the
approval of the respective shareholders of Hudson Chartered and Progressive and
all consents and approvals required of applicable federal and state regulatory
authorities.
Additional Agreements
In connection with the Merger, each member of the Board of Directors of
Progressive, each in his or her capacity as a shareholder of such company, has
agreed with Hudson Chartered to vote or cause to be voted for approval of the
Reorganization Agreement and the Plan of Merger (collectively, the "Merger
Agreements") all of his or her shares which he or she is entitled to vote with
respect thereto. In addition, each of such persons has agreed not to transfer or
otherwise dispose of his or her shares of Progressive Common Stock or to pledge
or otherwise encumber any additional shares prior to shareholder approval of the
Merger Agreements or termination of the Merger Agreements pursuant to the terms
thereof. Each such person has also agreed not to take any action that would
substantially impair the prospects of completing the Merger pursuant to the
Merger Agreements.
Item 7. Material to be Filed as Exhibits.
The exhibits listed in the Exhibit Index are filed herewith and are
incorporated herein by reference.
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CUSIP No. 743313108 Schedule 13D Page 10 of 17
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.
Date: December 16, 1997 HUDSON CHARTERED BANCORP, INC.
By: /s/ T. Jefferson Cunningham III
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T. Jefferson Cunningham III
Chairman and Chief Executive Officer
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CUSIP No. 743313108 Schedule 13D Page 11 of 17
SCHEDULE I
Following is a list of the executive officers and directors of Hudson Chartered
Bancorp, Inc. as of December 16, 1997:
Executive Officers:
<TABLE>
<CAPTION>
Name Office
- ---- ------
<S> <C>
T. Jefferson Cunningham III Chairman and Chief Executive Officer
Paul A. Maisch Treasurer and Chief Financial Officer
John C. VanWormer President
Donald H. Weber Executive Vice President and Chief Operations Officer
</TABLE>
The business address of each executive officer of Hudson Chartered Bancorp, Inc.
is c/o Hudson Chartered Bancorp, Inc., Route 55, LaGrangeville, New York 12540.
Directors
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<TABLE>
<CAPTION>
Name Business or Residence Address
- --- -----------------------------
<S> <C>
Robert M. Bowman 9 Park Avenue
Red Hook, NY 12571
H. Todd Brinckerhoff Brinckerhoff & Neuville
P.O. Box 424, 68 Main Street
Fishkill, NY 12524
Edward K. Cunningham, Jr. Van deWater & Van deWater
P.O. Box 112
Mill & Garden Streets
Poughkeepsie, NY 12602
T. Jefferson Cunningham III Hudson Chartered Bancorp, Inc.
Route 55
LaGrangeville, NY 12540
Tyler Dann Wesfair Agency, Inc.
P.O. Box 215, 9 Hunts Lane
Chappaqua, NY 10514
Robert R. Fraleigh Fraleigh Agency, Inc.
38 East Market St.
P.O. Box 205
Rhinebeck, NY 12572
</TABLE>
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CUSIP No. 743313108 Schedule 13D Page 12 of 17
<TABLE>
<CAPTION>
Name Business or Residence Address
- --- -----------------------------
<S> <C>
R. Abel Garraghan UPO Box 3130
Kingston, NY 12401
Warren R. Marcus WRM Equity Management
160 North State Road
Briarcliff Manor, NY 10510
Robert J. Marvin P.O. Box 151
Rhinebeck, NJ 12572
Robert L. Patrick IBM E. Fishkill Facility
Route 52
Hopewell Junction, NY 12533
Lewis J. Ruge Ruge's Oldsmobile
55 Montgomery Street
Rhinebeck, NY 12572
John C. VanWormer First National Bank of the Hudson Valley
P.O. Box 310, Route 55
LaGrangeville, NY 12540
Randolph L. Williams J&J Log & Lumber Corp.
P.O. Box 427
County Route 7, Old Route 22
Dover Plains, NY 12522
</TABLE>
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CUSIP No. 743313108 Schedule 13D Page 13 of 17
SCHEDULE II
<TABLE>
<CAPTION>
Name Number of Shares of Progressive Percentage of
- ---- Common Stock Beneficially Held Outstanding Shares of
------------------------------ Progressive Common Stock(1)
--------------------------
<S> <C> <C>
T. Jefferson Cunningham III 3,000 shares(2) (3)
Tyler Dann 3,800 shares(4) (3)
Warren Marcus --(5) --
Randolph L. Williams --(6)
</TABLE>
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1 As of December 16, 1997.
2 Mr. Cunningham has sole voting power over all such shares.
3 Less than 1%.
4 Mr. Dann holds 3,300 shares directly and with sole voting power, and
holds 500 shares through Maintop Corporation and with power to direct
the vote.
5 Mr. Marcus is trustee for the Kodak Retirement Income Plan (the "Kodak
Plan") and, in such capacity, has power to direct the vote with respect to
50,950 shares of Progressive Common Stock (representing approximately 1.3%
of the outstanding shares of Progressive Common Stock) held beneficially by
the Kodak Plan in the name of Boston Safe Deposit & Trust Co. Mr. Marcus
disclaims beneficial interest in all such shares.
6 Mr. Williams's wife, Caroline M. Baker Williams, owns beneficially and with
sole voting power 99 shares of Progressive Common Stock (representing less
than one percent of the outstanding shares of Progressive Common Stock). Mr.
Williams disclaims beneficial interest in all such shares.
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CUSIP No. 743313108 Schedule 13D Page 14 of 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------ -----------
<S> <C>
1 Agreement and Plan of Reorganization, dated as of
December 16, 1997, by and
among Hudson Chartered Bancorp, Inc., Progressive
Bank, Inc., First National Bank of the Hudson
Valley and Pawling Savings Bank, incorporated by
reference from Exhibit 2.1 to the Current Report on
Form 8-K of Hudson Chartered Bancorp, Inc., dated
as of December 16, 1997.
2 Plan of Merger, dated as of December 16, 1997, by
and between Progressive Bancorp, Inc. and Hudson
Chartered Bancorp, Inc., incorporated by reference
from Exhibit 2.2 to the Current Report on Form 8-K
of Hudson Chartered Bancorp, Inc., dated as of
December 16, 1997.
3 Agreement and Plan of Merger, dated as of December
16, 1997, by and between First National bank of the
Hudson Valley and Pawling Savings Bank,
incorporated by reference from Exhibit 2.3 to the
Current Report on Form 8-K of Hudson Chartered
Bancorp, Inc., dated as of December 16, 1997.
4 Stock Option Agreement, dated as of December 16,
1997, by and between Hudson Chartered Bancorp,
Inc., as the issuer, and Progressive Bank, Inc. as
the grantee, incorporated by reference from Exhibit
99.1 to the Current Report on Form 8-K of Hudson
Chartered Bancorp, Inc., dated as of December 16,
1997.
5 Stock Option Agreement, dated December 16, 1997, by
and between Progressive Bank, Inc., as the issuer,
and Hudson Chartered Bancorp, Inc., as the grantee,
incorporated by reference from Exhibit 99.2 to the
Current Report on Form 8-K of Hudson Chartered
Bancorp, Inc., dated as of December 16, 1997.
6 Form of Agreement between the directors of
Progressive Bank, Inc., on the one hand, and Hudson
Chartered Bancorp, Inc., on the other, filed
herewith.
</TABLE>
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Exhibit 6
December 16, 1997
Hudson Chartered Bancorp, Inc.
20 Mill Street
Rhinebeck, New York 12572
Ladies and Gentlemen:
The undersigned is a director of Progressive Bank, Inc. ("Progressive")
or a director of its principal subsidiary bank, and is the beneficial holder of
shares of common stock, par value $1.00 per share, of Progressive ("Progressive
Common Stock").
Progressive and Hudson Chartered Bancorp, Inc. ("Hudson Chartered") are
considering execution of an Agreement and Plan of Reorganization and a related
Plan of Merger (collectively, the "Merger Agreement") contemplating a merger of
Progressive with Hudson Chartered (the "Merger"), with Hudson Chartered as the
corporation surviving the Merger (the "Continuing Corporation"), such execution
being subject in the case of Hudson Chartered to the execution and delivery of
this Agreement. In consideration of the substantial expenses that Hudson
Chartered will incur in connection with the transactions contemplated by the
Merger Agreement and in order to induce Hudson Chartered to execute the Merger
Agreement and to proceed to incur such expenses, the undersigned agrees,
undertakes and represents, in his capacity as a shareholder of Progressive and
not in his capacity as a director of Progressive, as follows:
1. The undersigned will vote or cause to be voted for approval of the
Merger Agreement of all the shares of Progressive Common Stock the undersigned
is entitled to vote with respect thereto.
2. The undersigned will not effect any transfer or other disposition of
any of the undersigned's shares of Progressive Common Stock until Progressive's
shareholders have voted to approve the Merger Agreement or until the Merger
Agreement has been terminated pursuant to the terms thereof. In the case of any
transfer by operation of law, this Agreement shall be binding upon and inure to
the benefit of the transferee. Any transfer or other disposition in violation of
the terms of this paragraph 2 shall not apply to any transfer or other
disposition pursuant to the terms of any pledge of Progressive Common Stock made
by the undersigned and existing at the date hereof, provided that the
undersigned will not pledge or otherwise encumber any additional shares of
Progressive Common Stock during the period specified in the first sentence of
this paragraph. The undersigned hereby waives any rights under Section 4 of the
Indemnification Agreement by and between the undersigned and Progressive that
might arise as a consequence of the Merger or any other transaction contemplated
by the Merger Agreement.
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<PAGE>
Hudson Chartered Bancorp, Inc.
December 16, 1997
Page 16
3. Notwithstanding the foregoing, the undersigned agrees not to sell, or
in any other way reduce the risk of the undersigned relative to, any shares of
Hudson Chartered common stock or shares of Progressive common stock, during the
period commencing 30 days prior to the effective date of the Merger and ending
on the date on which financial results covering at least 30 days of post-Merger
combined operations of Hudson Chartered and Progressive have been published
within the meaning of Topic 2-E of the Staff Accounting Bulletin Series of the
SEC, provided, however, that excluded from the foregoing undertaking shall be
such sales, pledges, transfers or other dispositions of shares of Hudson
Chartered common stock or shares of Progressive common stock which, in Hudson
Chartered's sole judgment, are individually and in the aggregate de minimis
within the meaning of Topic 2-E of the Staff Accounting Bulletin Series of the
SEC.
4. The Undersigned agrees that neither Hudson Chartered nor Progressive
shall be bound by any attempted sale or other transfer of any shares of Hudson
Chartered common stock or shares of Progressive common stock, and Hudson
Chartered's and Progressive's respective transfer agents shall be given
appropriate stop transfer orders and shall not be required to register any such
attempted sale or other transfer, unless the sale has been effected in
compliance with the terms of this Agreement; and further agrees that the
certificate representing shares of common stock of the Continuing Corporation
owned by the undersigned may be endorsed with a restrictive legend consistent
with the terms of this Agreement.
5. The undersigned acknowledges and agrees that the provisions of
paragraphs 3 and 4 hereof also apply to shares of Progressive common stock and
shares of Hudson Chartered common stock owned by (a) his or her spouse, (b) any
of his or her relatives or relatives of his or her spouse occupying his or her
home, and (c) any trust or estate in which he or she, his or her spouse, or any
such relative owns at least a 10% beneficial interest or of which any of them
serves as trustee, executor or in any similar capacity, and (d) any corporation
or other organization in which the undersigned, any affiliate of the
undersigned, his or her spouse, or any such relative owns at least 10% of any
class of equity securities or of the equity interest.
6. The undersigned represents that he or she has no plan or intention to
sell, exchange, or otherwise dispose of any shares of Progressive common stock
or shares of Hudson Chartered common stock prior to expiration of the time
period referred to in paragraph 3 hereof.
7. The undersigned represents that he or she has the capacity to enter
into this Agreement and that it is a valid obligation enforceable against the
undersigned in accordance with its terms, subject to bankruptcy, insolvency and
other laws affecting creditors' rights and general equitable principles.
8. The undersigned acknowledges and agrees that any remedy at law for
breach of the foregoing provisions shall be inadequate and that, in addition to
any other relief which may be available, Hudson Chartered shall be entitled to
temporary or permanent injunctive relief without the necessity of proving actual
damages.
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<PAGE>
Hudson Chartered Bancorp, Inc.
December 16, 1997
Page 17
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first above written.
Very truly yours,
------------------------
Accepted and agreed to as of
the date first above written:
HUDSON CHARTERED BANCORP, INC.
By
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