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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hudson Chartered Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $0.80 per share
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(Title of Class of Securities)
443678 10 7
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(CUSIP Number)
Peter Van Kleeck
President and Chief Executive Officer
Progressive Bank, Inc.
1301 Route 52
Fishkill, New York 12524
(914) 897-7400
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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-l(b)(3) or (4), check the following box: [ ]
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CUSIP NO. 443678 10 7 Page 2 of 8 Pages
1. NAME OF REPORTING PERSON: Progressive Bank, Inc.
IRS IDENTIFICATION NO.OF ABOVE PERSON: 14-1682661
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCES OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
1,415,250 shares (all subject to an option to purchase
only upon the occurrence of certain specified events). The
shares may be deemed beneficially owned pursuant to Rule 13d-
3(d)(i).
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.66% (giving effect to the issuance of all 1,415,250
shares subject to the option)
14. TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value
$0.80 per share (the "Common Stock"), of Hudson Chartered
Bancorp, Inc. ("Issuer"), a New York corporation. The principal
executive office of Issuer is located at Route 55,
LaGrangeville, New York 12540.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Progressive Bank, Inc.
(hereinafter referred to as the "Reporting Person"), a New York
corporation. The Reporting Person is a bank holding company
owning all of the outstanding capital stock of Pawling Savings
Bank (the "Bank"). The Reporting Person's business has
consisted primarily of the business of the Bank. The Bank is a
New York chartered savings bank. The principal office of the
Reporting Person is located at 1301 Route 52, Fishkill, New York
12524. A list containing the name, business or residential
address, present principal occupation or employment, citizenship
and certain other information regarding each director and
executive officer of the Reporting Person is filed as Schedule 1
hereto and incorporated herein by reference. During the past
five years, neither the Reporting Person nor any person listed
in Schedule 1 has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which the Reporting
Person was or is subject to a judgment, decree or final order
either 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.
Effective December 16, 1997, the Reporting Person and
Issuer entered into an Agreement and Plan of Reorganization and
related Plan of Merger (the "Merger Agreement") filed as Exhibit
A hereto. As a condition to, and in consideration of, the
Reporting Person's execution of the Merger Agreement, the
Reporting Person and Issuer entered into a Stock Option
Agreement filed hereto as Exhibit B (the "Option Agreement"),
pursuant to which Issuer granted to the Reporting Person a
transferable option (the "Option") to purchase, on the terms and
conditions expressed therein and upon the occurrence of certain
triggering events, an aggregate of up to 1,415,250 shares of the
Common Stock, representing 19.9% of the outstanding Common Stock
without giving effect to such Option, at a price of $21.75 per
share. If the Reporting Person were to purchase all of the
shares of the Common Stock subject to the Stock Option
Agreement, the aggregate purchase price of such Common Stock
would be $30,781,687.50. It is anticipated that the funds
necessary to purchase the Common Stock pursuant to the Stock
Option Agreement, if so desired, would be provided by the
working capital of the Reporting Person or its principal
subsidiary.
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ITEM 4. PURPOSE OF TRANSACTION.
Under the Merger Agreement, subject to certain terms and
conditions stated therein, including, among others, receipt of
all necessary regulatory approvals and approval by the
shareholders of the Reporting Person and Issuer, the Reporting
Person and Issuer will be merged together (the "Merger") and
thereafter operated under the name of Premier National Bancorp,
Inc. (the "Resulting Company").
The Option can be exercised, subject to compliance with
applicable provisions of law and the receipt of any necessary
regulatory approvals, at any time prior to the termination of
the Stock Option Agreement upon the occurrence of a Purchase
Event (as such term is defined in the Stock Option Agreement).
In addition, upon the occurrence of a Repurchase Event (as such
term is defined in the Stock Option Agreement) prior to
termination of the Stock Option Agreement, the Reporting Person
can require Issuer to repurchase the Option together with any
shares of Issuer Common Stock purchased pursuant thereto at the
price specified in the Stock Option Agreement.
The Option is not presently exercisable or transferable
and, accordingly, the Reporting Person has no present plan or
proposal to purchase the Common Stock through the exercise of
the Option. If the Option becomes exercisable as a result of
the occurrence of a Purchase Event, the Reporting Person will
evaluate the facts and circumstances then existing in order to
determine when, if at all, it will purchase any shares of the
Common Stock pursuant to the exercise of the Option.
Following consummation of the Merger, the Board of
Directors of the Resulting Company shall consist of 20 members,
one-half of whom shall be selected by the Board of Directors of
the Reporting Person and one-half of whom shall be selected by
the Board of Directors of Issuer, in each case prior to the
effective date of the Merger. The Chairman of the Board and
President and Chief Executive Officer of the Resulting Company
following the consummation of the Merger shall be as set forth
in the Merger Agreement.
The Common Stock is registered pursuant to Section 12 (g)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Premier National Bancorp, Inc. will be the
surviving corporation of the Merger, and there are no plans to
deregister the Common Stock.
The preceding discussion of the proposed Merger, the
Merger Agreement and the Stock Option Agreement is qualified in
its entirety by reference to the full text of such documents,
which are filed as exhibits hereto and are incorporated herein
by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person may be deemed the beneficial owner
(pursuant to Rule 13d-3(d)(i) under the Exchange Act) of
1,415,250 shares of the Common Stock which the Reporting Person
has the option to purchase pursuant to the terms and subject to
the conditions contained in the
Page 4 of 9 Pages
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Stock Option Agreement. Such shares represent approximately
19.9% of the outstanding shares of the Common Stock, without
giving effect to shares subject to the Option. Prior to the
execution of the Stock Option Agreement, the Reporting Person
has not been involved in any transaction concerning the Common
Stock.
No person has the power to vote or to direct the vote, or
to dispose or to direct the disposition, of the shares of the
Common Stock subject to the Stock Option Agreement and which the
Reporting Person may be deemed to beneficially own pursuant to
Rule 13d-3(d)(i) under the Exchange Act. None of the directors
or executive officers listed in Schedule 1 hereto beneficially
owns any shares of the Common Stock, except that Peter Van
Kleeck beneficially owns 300 shares of Common Stock, and George
M. Coulter beneficially owns 3,630 shares of Common Stock
through his IRA account.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the execution of the Merger Agreement,
the Reporting Person entered into a letter agreement with each
of the directors of Issuer, pursuant to which the directors
agreed, in their capacities as stockholders of Issuer, to vote
or cause to be voted all of the shares of the Common Stock owned
or controlled by such individuals as of the record date for the
meeting of stockholders at which Issuer's stockholders will vote
on the Merger in favor of the Merger. The directors have
further agreed not to transfer any ownership of their shares of
the Common Stock unless Issuer's shareholders have voted to
approve the Merger Agreement or until the Merger Agreement has
been terminated. The directors of the Reporting Person have
entered into similar voting agreements with Issuer.
The preceding discussion of the voting agreements is
qualified in its entirety by reference to the full text of such
agreements, the form of which is filed as Exhibit C hereto and
incorporated by reference herein.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A Agreement and Plan of Reorganization and
related Plan of Merger both dated as of
December 16, 1997 by and among Hudson
Chartered Bancorp, Inc. and Progressive Bank,
Inc., excluding all schedules and other
exhibits, is hereby incorporated as an exhibit
hereto by reference to Exhibit 2.1 to the
Current Report on Form 8-K of the Reporting
Person, dated December 16, 1997 (Securities
and Exchange Commission File Number 0-15025)
(the "Form 8-K").
Exhibit B Stock Option Agreement, dated as of December
16, 1997, between Hudson Bancorp, Inc. (as
Issuer) and the Reporting Person is hereby
incorporated as an exhibit hereto by reference
to Exhibit 10.2 to the Form 8-K.
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Exhibit C Forms of Letter Agreement between the
Reporting Person's directors and Hudson
Chartered Bancorp, Inc. and Hudson Chartered
Bancorp's directors and the Reporting Person
is hereby incorporated as an exhibit hereto by
reference to Exhibits 10.3 and 10.4 to the
Form 8-K.
Schedule 1 Information regarding directors and executive
officers of Progressive Bank, Inc.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: December 24, 1997 PROGRESSIVE BANK, INC.
By: /s/ Peter Van Kleeck
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Peter Van Kleeck
President and Chief
Executive Officer
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SCHEDULE 1
The business address for each of the following directors
and executive officers of the Reporting Person is 1301 Route 52,
Fishkill, New York 12524 and all are U.S. citizens.
EXECUTIVE OFFICERS:
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Name and address where
Name Principal occupation principal occupation is conducted
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Elizabeth P. Allen Chairman of the Board, Peale Center for Christian
Pawling Savings Bank; Living 66 East Main Street
Director of Guideposts, Pawling, NY 12564
Inc.
Thomas C. Aposporos Chairman of the Board, Aposporos & Son
Progressive Bank, Inc.; 181 Church Street, Suite 101
Principal, Aposporos and Poughkeepsie, NY 12601
Son, licensed real estate
brokers
George M. Coulter Private practice of 36 Coulter Avenue
dentistry Pawling, NY 12564
Richard T. Hazzard President, Lyman A. P.O. Box 356, South Street
Beecher, Inc., d/b/a Patterson, NY 12563
Beecher Funeral Home and
Dwyer Funeral Home
Richard Novik President of Clear 3850 Route 82
Channel Communications Amcramdale, NY 12503
International
John J. Page President of H.G. Page & H.G. Page & Sons
Sons, Inc., building 304 Manchester Road
material supplier; Owner, Poughkeepsie, NY 12603
John Page Development
Company, property
development/ management
Archibald A. Smith, III Headmaster, Trinity Trinity Pawling School
Pawling School, an 300 Route 22
independent boys college Pawling, NY 12564
preparatory school
Roger W. Smith President, Pawling Pawling Corporation
Corporation, manufacturer 157 Charles Colman Boulevard
of rubber and plastic Pawling, NY 12564
products
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Name and address where
Name Principal occupation principal occupation is conducted
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David A. Swinden Executive Vice President Imperial Schrade
of Imperial Schrade 7 Schrade Court, P.O. Box 7000
Corp., manufacturer of Ellenville, NY 12428
cutlery and hand tools
Peter Van Kleeck President and Chief 1301 Route 52
Executive Officer of P.O. Box 7000
Progressive Bank, Inc.; Fishkill, NY 12524
President and Chief
Executive Officer of
Pawling Savings Bank
Robert Apple Vice President of 1301 Route 52
Progressive Bank, Inc. P.O. Box 7000
Fishkill, NY 12524
Robert Gabrielsen Treasurer of Progressive 1301 Route 52
Bank, Inc. P.O. Box 7000
Fishkill, NY 12524
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