[LOGO]
July 20, 1998
Dear Shareholder:
We are pleased to send you this prospectus describing the Dividend
Investment and Stock Purchase Plan (the 'Plan') of Premier National Bancorp,
Inc. (the 'Corporation') as currently in effect.
The Plan offers the Corporation's shareholders the opportunity to
purchase shares of the Corporation's Common Stock with automatically reinvested
dividends and/or optional cash payments of up to $5,000 per quarter. Shares are
purchased at a price equal to their market value determined in accordance with
the terms of the Plan. No brokerage commissions, fees or service charges are
paid by participants in connection with purchases under the Plan.
The Plan is completely voluntary. If you are already a participant in
the Plan, you do not need to complete a new Shareholder Authorization Card in
order to continue to participate, unless you would like to make any changes to
the terms of your participation. If you wish to participate in the Plan,
complete, sign and return the enclosed Shareholder Authorization Card. If you
decide not to participate in the Plan, you will continue to receive your
dividends in cash, if and when declared.
The accompanying prospectus presents the details of the Plan. Please
read this prospectus carefully. It should answer most questions you may have
about the Plan. If you have additional questions, please call Boston EquiServe,
L.P., the Plan Administrator, at (781) 575-3170.
The Board of Directors of the Corporation wishes to take this
opportunity to thank you for your continued support and investment in the
Corporation.
Sincerely,
T. Jefferson Cunningham III Peter Van Kleeck
Chairman of the Board of Directors President and Chief
Executive Officer
<PAGE>
PROSPECTUS
PREMIER NATIONAL BANCORP, INC.
DIVIDEND INVESTMENT AND STOCK PURCHASE PLAN
907,500 SHARES OF COMMON STOCK
(PAR VALUE $.80 PER SHARE)
This Prospectus relates to 907,500 shares of common stock, par value
$.80 per share (the 'Common Stock'), of Premier National Bancorp, Inc. (the
'Corporation'), being offered hereby to the shareholders of the Corporation in
connection with the Corporation's Dividend Investment and Stock Purchase Plan
(the 'Plan'), as currently in effect. The Plan offers holders of the
Corporation's Common Stock (the 'Shareholders') the opportunity to purchase
shares of Common Stock with automatically reinvested dividends on all or a
portion of their shares of stock of the Corporation and/or to purchase shares of
Common Stock by making optional cash payments of up to $5,000 per quarter, in
either case without payment of any brokerage commissions or service charges.
The price of shares of Common Stock purchased with reinvested dividends
and optional cash payments will be the market value of the Common Stock,
determined as provided in the Plan.
Beneficial owners interested in participating in the Plan indirectly
through brokers or nominee shareholders should contact their brokers or nominee
shareholders to determine whether, and to what extent, such indirect
participation is available to them.
Shareholders already enrolled in the Plan will continue to be enrolled
unless they notify Boston EquiServe, L.P., in its capacity as administrator for
the plan (the 'Plan Administrator'), that they wish to withdraw from
participation (see 'Description of the Plan'). Shareholders who have not
participated in this Plan under the reinvestment option and who do not now wish
to participate in the Plan will continue to receive dividends in cash, if and
when declared.
This Prospectus relates to shares of Common Stock of the Corporation
registered for sale under the Plan. It is suggested that this Prospectus be
retained for future reference.
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------
The date of this Prospectus is July 20, 1998.
<PAGE>
AVAILABLE INFORMATION
The principal executive offices of the Corporation are located at Route
55, LaGrangeville, New York 12540. Its telephone number is (914) 471-1711. The
Corporation is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act') and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission ('SEC'). Such reports, proxy statements and
other information may be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as the following SEC Regional Offices: 7 World Trade Center (13th Floor), New
York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies may be obtained at prescribed rates by writing
to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of documents filed by the Corporation with the SEC also may be
accessed electronically by means of the SEC's home page on the Internet at
'http://www.sec.gov.' Reports, proxy statements and other information filed by
the Corporation also can be inspected at the offices of the American Stock
Exchange, Inc., 86 Trinity Place, New York, New York 10006, on which exchange
the Corporation's Common Stock is listed.
The Corporation has filed with the SEC a Registration Statement on Form
S-3 and various amendments thereto (File No. 33-48188) under the Securities Act
of 1933, as amended, with respect to the Common Stock offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, in accordance with the rules and regulations of the SEC. Such
information may be inspected and copies obtained at the public reference
facilities maintained by the SEC at the addresses set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC by the Corporation are
incorporated in this Prospectus by reference: (a) Annual Report on Form 10-K for
the year ended December 31, 1997, as amended by Amendment No. 1 on Form 10-K/A
filed on April 9, 1998; (b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; (c) Current Report on Form 8-K dated as of April 30, 1998; (d)
Current Report on Form 8-K dated as of July 17, 1998; and (e) the description of
the Common Stock contained in a Registration Statement under Section 12 of the
Exchange Act, and any amendment or report filed for the purpose of updating such
description.
All documents filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING
ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON SUCH PERSON'S
WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED
HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS SHOULD
BE DIRECTED TO: PREMIER NATIONAL BANCORP, INC., ROUTE 55, P.O. BOX 310,
LAGRANGEVILLE, NEW YORK, 12540 ATTENTION: PAUL A. MAISCH (TEL. (914) 471-1711).
-2-
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of shares of Common Stock pursuant to the
Plan, when and as received, will be used for general corporate purposes, which
may include investments in, or extensions of credit to, the Corporation's
subsidiaries. The amounts and timing of the application of proceeds will depend
upon the funding requirements of the Corporation and its subsidiaries and the
availability of other funds. In order to satisfy the financial needs of the
Corporation, the Corporation may, from time to time, engage in additional
financings.
DESCRIPTION OF THE PLAN
PURPOSE OF THE PLAN
The purpose of this Plan is to provide Shareholders with a convenient
and economical method of increasing their equity ownership in the Corporation by
investing cash dividends and/or optional cash payments in shares of Common
Stock, without payment of any brokerage commission, service charge or other
expense. Since the shares are purchased directly from the Corporation, the
Corporation will receive additional funds for its general corporate purposes.
See 'Use of Proceeds.' Those Shareholders who do not wish to participate in the
Plan will continue to receive dividends in cash, if and when declared.
ELIGIBILITY AND THE SHAREHOLDER AUTHORIZATION CARD
All Shareholders are eligible to become participants in the Plan (the
'Participants'). If the Common Stock is owned beneficially but not of record, a
Shareholder who desires to become a Participant must make appropriate
arrangements for the record holder of such stock to either become a Participant
on behalf of the beneficial owner or transfer the stock to the name of the
Shareholder.
A Shareholder becomes a Participant upon completion and return of the
Shareholder Authorization Card to the Plan Administrator. Shareholders may
become Participants at any time. Any Shareholder who does not elect to
participate in the Plan will continue to receive any dividends declared by the
Board of Directors in cash (or in stock if the Board of Directors declares a
stock dividend) and may not make any optional cash payments to the Plan for the
purchase of Common Stock under the Plan. A Shareholder already participating in
the Plan will continue to participate in the Plan without further action on his
part to the extent previously authorized by such Shareholder unless such
Shareholder gives notice to the Corporation that he wishes to withdraw from the
Plan or unless such Shareholder submits a new Shareholder Authorization Card
changing the nature and extent of his participation in the Plan.
The Shareholder Authorization Card allows you to indicate how you wish
to participate in the Plan. You may elect to reinvest dividends paid on all or a
specified number of your shares of Common Stock. In each case, you will have the
option of purchasing additional Common Stock with optional cash payments.
-3-
<PAGE>
The Shareholder Authorization Card also permits you to elect to make
optional cash payments to purchase shares of Common Stock while not having
dividends on shares held or accumulated under the Plan reinvested in shares of
Common Stock.
If a signed Shareholder Authorization Card is returned to the Plan
Administrator without any of the boxes checked, the Shareholder will be enrolled
under the 'Full Dividend Reinvestment' option.
CREDITING OF ACCOUNTS
Except as may otherwise be determined by the Corporation, if a completed
Shareholder Authorization Card is received by the Plan Administrator on or
before the record date for the next dividend payment (the 'Record Date'), such
dividends will be reinvested in shares of Common Stock under this Plan to the
extent indicated on the Shareholder Authorization Card. Subsequent dividends on
the Participant's shares of Common Stock will be reinvested in shares of Common
Stock under this Plan until he withdraws from participation in the Plan, he
submits a revised Shareholder Authorization Card, or his shares in the Plan are
transferred to a new record holder. The Participant's account (the 'Account')
shall be credited with such Common Stock as of the date cash dividends are paid
to shareholders of record (generally, the 30th day of April, July, October and
January). Further, optional cash payments will be invested on the dividend
payment date. The date on which dividends are reinvested and/or optional cash
payments are invested may be referred to herein as the 'Investment Date.'
Except as may otherwise be determined by the Corporation, if a
Shareholder Authorization Card is received by the Plan Administrator after the
Record Date but before the Investment Date for a dividend payment, dividends
paid pursuant to such Record Date shall not be reinvested under the Plan and
dividend reinvestment will commence with the next Investment Date.
If a Participant makes any optional cash payments under the Plan, the
Corporation will apply such payments to the purchase of shares of Common Stock
for the Participant's Account as described under 'Optional Cash Payments' below.
Dividends payable on shares of Common Stock held under the Plan will be
reinvested in additional shares of Common Stock and credited to the
Participant's Account, unless the Participant elects only to make optional cash
payments, rather than electing the full or partial dividend reinvestment
options.
NUMBER OF SHARES CREDITED TO PARTICIPANT'S ACCOUNT
If you participate in the Plan, the number of shares to be purchased
depends on the amount of your dividends, optional cash payments, or both, and
the market price of the Common Stock. Your Account will be credited with that
number of shares, including fractional interests computed to three decimal
places, equal to the total amount to be invested, divided by the applicable
purchase price per share.
The price of shares purchased under the Plan with reinvested dividends
and optional cash payments will be the average of the closing prices of the
Common Stock on the American Stock Exchange on the five trading days immediately
preceding the Investment Date, as reported in THE WALL STREET JOURNAL or other
authoritative sources.
-4-
<PAGE>
No purchases may be made at a price less than the par value of the
Common Stock ($.80 par value). In this event, any optional cash payments
received or dividends payable, and not previously invested, will be returned or
forwarded to Participants.
OPTIONAL CASH PAYMENTS
Each Participant in the Plan may invest quarterly in shares of Common
Stock under the Plan by making optional cash payments. The minimum optional cash
payment is $100 per quarter and the maximum optional cash payment by a
Participant is $5,000 per quarter. The Corporation reserves the right, in its
sole discretion, to determine who is an owner for purposes of the foregoing
restrictions, and, without limitation, to determine whether optional cash
payments by any particular owner aggregate more than $5,000 in any quarter. The
Corporation may require evidence satisfactory to it in its sole discretion to
demonstrate compliance with the $5,000 limitation.
The same amount of the optional cash payment need not be invested each
quarter by a Participant, and a Participant is not under any obligation at any
time to make any optional cash payment. All shares of Common Stock purchased
with a Participant's optional cash payments shall be credited to the
Participant's Account and shall thereafter be subject to the terms of this Plan.
If a Shareholder elects to reinvest dividends on all or a portion of his
stock, dividends on stock purchased through optional cash payments will also be
reinvested in shares of Common Stock. If the Participant elects only to make
optional cash payments, rather than electing the full or partial dividend
reinvestment options, dividends on shares acquired through optional cash
payments will not be reinvested in shares of Common Stock.
An optional cash payment may be made by enclosing a check or money order
with the Shareholder Authorization Card upon enrollment in the Plan, or
thereafter by forwarding a check or money order to the Plan Administrator with a
payment form provided by the Plan Administrator identifying the Participant and
the purpose of the funds. Checks and money orders must be made payable to
'Boston EquiServe, L.P., Plan Administrator' and sent to the address set forth
under 'Administration of the Plan' below.
The price per share of Common Stock acquired with the optional cash
payments shall be the average of the closing prices of the Common Stock on the
American Stock Exchange on the five trading days immediately preceding the
Investment Date. Fractional share interests shall be computed to three decimal
places and shall be credited to the Account of the Participant.
NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS. Optional cash
payments will be invested on the Investment Date (generally, the 30th day of
April, July, October and January). Accordingly, it is recommended that any
optional cash payment be sent so as to be received by the Plan Administrator
after the 30th of March, June, September, and December but not later than the
20th day of the following April, July, October and January, respectively, to
ensure that such payment will be invested. Any optional cash payment received by
the Plan Administrator more than 30 days prior to an Investment Date and after
the 20th day of the following April, July, October and January will be returned
to the sending Participant.
Any optional cash payment will be refunded if a written request for such
refund is received by the Plan Administrator no later than two business days
prior to the Investment Date on which the optional cash payment would otherwise
have been invested.
-5-
<PAGE>
VOTING OF STOCK
If on the record date for a meeting of shareholders there are shares
credited to a Participant's Account under the Plan, the Participant will be sent
the proxy material for such meeting. A Participant will be entitled to one vote
for each whole share of Common Stock credited to his Account. The Participant
may vote by proxy or in person at any such meeting.
STATEMENTS OF ACCOUNT AND OTHER INFORMATION
As soon as practicable after each Investment Date, each Participant will
receive a statement of his Account. THESE STATEMENTS WILL PROVIDE A RECORD OF
THE COST OF PURCHASE UNDER THE PLAN AND SHOULD BE RETAINED FOR TAX PURPOSES. In
addition, each Participant will receive copies of the Corporation's annual and
quarterly reports to shareholders, proxy statements and information for income
tax reporting purposes.
EXPENSES OF ADMINISTRATION
Participants will not be charged brokerage commissions or service
charges in connection with purchases of shares of Common Stock under the Plan.
All administrative expenses of the Plan will be paid by the Corporation. See
'Termination of Participation in the Plan' concerning Participant expenses in
connection with the sale of shares of Common Stock by the Plan Administrator.
CERTIFICATES FOR STOCK
Unless requested, separate certificates for shares of Common Stock
purchased under the Plan will not be issued to Participants. Shares purchased
under the Plan will be issued to and held by a nominee of the Plan
Administrator. The number of shares purchased for a Participant's Account under
the Plan will be shown on the statement of Account. This feature protects
against loss, theft or destruction of stock certificates.
Certificates for full shares of Common Stock credited to a Participant's
Account shall be issued to a Participant upon his withdrawal from the Plan
(under the provisions described below), upon the termination of the Plan by the
Corporation (see 'Termination by the Corporation') or upon a Participant's
written request. A Shareholder may withdraw all or a portion of the shares of
Common Stock held in his Account by writing to the Plan Administrator and
specifying the number of shares to be withdrawn. Certificates for which shares
of Common Stock are so withdrawn shall be issued to the Participant. In no case
will certificates representing fractional interests be issued. Fractional
interests in shares of Common Stock held in the Participant's Account, if any,
shall be redeemed by the Corporation at the current market value for cash upon
full withdrawal or termination.
SAFEKEEPING OF SHARES
Shareholders who elect to participate in the Plan may, but are not
required to, send any or all of their certificates for shares of the
Corporation's Common Stock held in their possession to the Plan Administrator
for safekeeping at no cost. Certificates for shares for which dividend
reinvestment
-6-
<PAGE>
is elected, as well as certificates for shares for which dividend reinvestment
is not elected, may be submitted for safekeeping.
Any certificates submitted for safekeeping should be sent to the address
indicated on the Shareholder Authorization Card by registered or certified mail,
return receipt requested. Participants should transmit any unendorsed
certificates for which they desire this safekeeping service to the Plan
Administrator accompanied by a letter of instruction. Certificates for shares
received by the Administrator will be combined with those full shares and
fractional interests acquired under the Plan and held by the Plan Administrator.
Shortly thereafter, the Participant will receive a statement showing his
combined holdings.
If a Shareholder terminates his participation in the Plan, the Plan
Administrator will no longer hold the Shareholder's certificates for
safekeeping, and such certificates will be returned to the Shareholder. See
'Termination of Participation in the Plan' below.
TERMINATION OF PARTICIPATION IN THE PLAN
Participation in the Plan is entirely voluntary, and a Participant may
request to terminate his participation in the Plan at any time by notifying the
Plan Administrator in writing. Upon termination of participation in the Plan,
the Participant will receive certificates for full shares of Common Stock then
held in his Account. Any fractional shares in the Participant's Account shall be
redeemed by the Corporation for cash.
Shareholders who elect to discontinue dividend reinvestment but who wish
to continue to have the Plan Administrator hold their shares for safekeeping
must continue to be Participants in the Plan. In order to continue to
participate in the Plan but not to have dividends reinvested, a Shareholder
would need to change his election and participate through optional cash payments
only. See 'Safekeeping of Shares.'
If the request to terminate participation is received on or after the
Record Date for a dividend payment and the withdrawing Participant has elected
to reinvest dividend payments on his shares of Common Stock in shares of Common
Stock, the request will not be effective until such dividend has been reinvested
and the shares purchased have been credited to the Participant's Plan Account.
Otherwise, such dividend shall be paid in cash to the Participant. The request
to terminate participation will then be processed promptly following such
Investment Date. Thereafter, all dividends will be paid in cash (or in stock
dividends if so declared by the Board of Directors) to the Shareholder who
terminates participation in the Plan. A Shareholder may elect again to become a
Participant at any time.
If a Participant disposes of any or all of his shares of Common Stock
registered in his name other than shares of Common Stock credited to the
Participant's Account under the Plan, such shares of Common Stock credited under
the Plan shall continue to be administered under the provisions of the Plan
until the Participant notifies the Plan Administrator of his withdrawal. The
shares of Common Stock transferred to a new owner that were previously
registered in the Participant's name shall cease to be governed by the
provisions of this Plan upon the transfer of ownership on the Corporation's
records, unless such new owner is also a Participant in the Plan with respect to
such shares.
A Participant may request that the Plan Administrator sell some or all
of the shares held in the Participant's Account. The Plan Administrator will
sell the shares as soon as practicable
-7-
<PAGE>
following receipt of an appropriate written request. Following such sale, the
Plan Administrator will remit the proceeds to the Participant less brokerage
commissions and any applicable taxes. Brokerage commissions for any such sale
may be payable to the Plan Administrator or an affiliate.
STOCK DIVIDEND OR STOCK SPLIT
Any shares of Common Stock issued in connection with a stock dividend or
stock split on Common Stock held under the Plan will be distributed by the
Corporation and added to Participants' Accounts under the Plan.
Following the declaration of a stock dividend or stock split by the
Corporation, a statement will be sent to each Participant indicating the number
of shares of Common Stock credited to his Account under the Plan as a result of
such stock dividend or stock split. The information regarding the stock dividend
or stock split may be incorporated into the Participant's statement of Account.
FEDERAL TAX INFORMATION
Generally, distributions by the Corporation to Shareholders will be
taxed as ordinary dividend income. The Internal Revenue Service has ruled that
shareholders participating in dividend reinvestment plans similar to the Plan
are treated, for federal income tax purposes, as having received a taxable stock
distribution equal to the fair market value of the amount of stock purchased
with reinvested dividends. To the extent distributions made by the Corporation
to its Shareholders are treated as made from the Corporation's earnings and
profits, the distributions will be dividends taxable as ordinary income. The
Corporation has sufficient earnings and profits that participating shareholders
can expect that the full amount of any distribution under the Plan will be
taxable as a dividend. Accordingly, Participants who purchase shares under the
Plan through dividend reinvestment generally will recognize income in an amount
equal to the fair market value of a share of Common Stock on the Investment Date
multiplied by the number of shares purchased (including any fractional share).
The tax basis for shares purchased under these circumstances will be equal to
the fair market value of the shares on the Investment Date. The holding period
for such shares will commence on the day after the Investment Date.
The Internal Revenue Service also has ruled that purchases of stock with
voluntary cash payments under a dividend reinvestment plan that contained
provisions substantially similar to those for optional cash payments under the
Plan did not result in income to participants making such purchases.
Accordingly, Participants who purchase Common Stock under the Plan with optional
cash payments should not recognize income in connection with such purchases. The
tax basis of shares purchased under these circumstances will be equal to the
purchase price. The holding period for such shares will commence on the day
after the Investment Date.
In the case of any Shareholder for whom federal income tax withholding
on dividends is required and in the case of a foreign shareholder whose income
is subject to federal income tax withholding, the Corporation will reinvest
dividends net of the amount of tax required to be withheld.
Dividends reinvested under the Plan by corporate Shareholders may be
eligible for the dividends-received deduction.
A Participant whose fractional interest in a share of Common Stock is
liquidated for cash under the Plan generally will recognize capital gain or loss
in an amount equal to the difference
-8-
<PAGE>
between the cash payment and the Participant's tax basis in the fractional
interest. Whether any such gain or loss will be taxed as long-term or short-term
capital gain or loss will depend upon the Participant's holding period.
The foregoing summary of certain federal income tax consequences is
general and does not purport to cover every situation. Moreover, it does not
include a discussion of state and local income tax consequences of participation
in the Plan. Participants should consult their own tax advisers regarding the
federal, state and local tax consequences in their particular circumstances.
TERMINATION BY THE CORPORATION
Although the Corporation intends to continue the Plan in the future, the
Corporation reserves the right to amend, suspend, modify, or terminate the Plan
at any time. Written notice of any such amendment, suspension, modification, or
termination will be sent by the Corporation to Participants, but the absence of
notification will not affect the effectiveness of the suspension, termination or
modification.
ADMINISTRATION OF THE PLAN
Boston EquiServe, L.P. administers the Plan as agent for Participants,
and in such capacity performs various duties relating to the Plan. Telephone
inquiries regarding the Plan should be directed to the Plan Administrator at
(781) 575-3170. All correspondence relating to the Plan should include your
account number and/or social security number and should be directed to:
Boston EquiServe, L.P.
Attn: Investor Services
150 Royall Street
Canton, MA 02021
The Plan Administrator receives the Participants' dividend payments
and optional cash payments, invests such amounts in additional shares of Common
Stock, maintains continuing records of each Participant's Account, and advises
Participants as to all transactions in and the status of their Accounts. The
Plan Administrator acts in the capacity of agent for the Participants.
All notices from the Plan Administrator to a Participant will be
addressed to the Participant at his last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of record
will satisfy the Plan Administrator's duty of giving notice to such Participant.
Therefore, Participants must promptly notify the Plan Administrator of any
change of address.
The Plan Administrator and the Corporation will not be liable for any
act or omission to act done in good faith, including, without limitation, any
claim for liability arising out of failure to terminate a Participant's account
upon such Participant's death prior to receipt of written notice of such death.
The Plan Administrator and the Corporation shall have no duties,
responsibilities or liabilities except such as are expressly set forth in the
Plan.
The Corporation cannot assure the Participant of a profit or protect him
against a loss on the shares credited to his Account under the Plan. No
provision in the Plan shall be construed as any assurance that dividends will be
declared by the Board of Directors in the future.
-9-
<PAGE>
The Corporation may adopt rules and procedures for the administration of
the Plan, interpret the provisions of the Plan and make any necessary
determinations relating thereto. Any such rules, procedures, interpretations and
determinations shall be final and binding. The Plan will be governed by the laws
of the State of New York, and by any applicable federal tax or securities laws.
LEGAL OPINION
Van DeWater & Van DeWater, LLP has delivered its legal opinion to the
effect that the issuance and sale of the Corporation's Common Stock offered
hereby was duly authorized by the Corporation and that such Common Stock, when
issued or sold and paid for in accordance with the terms of the Plan and for
consideration of not less than $.80 per share, will be validly issued, fully
paid and nonassessable. Partners of Van DeWater & Van DeWater, LLP beneficially
owned in the aggregate 8,915 shares of the Corporation's Common Stock at July
20, 1998, the record date of the Corporation's annual shareholder meeting.
Edward vK. Cunningham, Jr., a director of Premier, is counsel to Van DeWater &
Van DeWater, LLP.
EXPERTS
The audited consolidated financial statements of the Corporation and
subsidiaries as of December 31, 1997 and 1996 and for each of the years ended
December 31, 1997, 1996 and 1995, included in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1997, have been certified by Deloitte
& Touche LLP, independent certified public accountants, as set forth in their
report thereon included therein and incorporated herein by reference. Such
audited consolidated financial statements are incorporated herein by reference
in reliance upon such report, given upon the authority of such firm as experts
in accounting and auditing, and do not reflect the merger of Progressive Bank,
Inc. with and into Hudson Chartered Bancorp, Inc. under the name of the
Corporation and effective as of July 17, 1998 (the 'Merger'). The Merger was
accounted for under the pooling of interests method. As a result, the historical
financial statements of the Corporation will be restated to reflect the
financial condition and results of operations of the constituent companies as
though they had been combined for all periods presented.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been examined to the extent
and for the periods set forth in such reports by the firm or firms rendering
such reports, and, to the extent so examined and consent to incorporation by
reference is given, will be incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting and
auditing.
-10-
<PAGE>
===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, ANY SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE ANY OF THE DATES AS OF WHICH INFORMATION
IS FURNISHED HEREIN OR SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER.
TABLE OF CONTENTS
PAGE
----
Available Information...................... 2
Incorporation of Certain
Documents by Reference................... 2
Use of Proceeds............................ 3
Description of the Plan.................... 3
Legal Opinion.............................. 10
Experts.................................... 10
PREMIER NATIONAL
BANCORP, INC.
Dividend
Investment and
Stock Purchase Plan
907,500 SHARES
COMMON STOCK
(PAR VALUE $.80 PER SHARE)
---------------
PROSPECTUS
---------------
JULY 20, 1998
===============================================================================
