UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 3)*
Premier National Bancorp, Inc.
(formerly 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)
74053F 1 0 7
(formerly 443678107)
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(CUSIP Number)
Randolph L. Williams
c/o J & J Log and Lumber Corporation
Old Route 22
Dover Plains, New York 12522
(914) 832-6535
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 17, 1998
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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 ss.ss. 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are being sent.
*The remainder of this cover shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This Document Consists of 5 Pages.
<PAGE>
CUSIP No. 74053F 1 0 7 Schedule 13D Page 2 of 5
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Randolph L. Williams
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ................................................................|_|
(b) ................................................................|_|
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3. SEC Use Only
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4. Source of Funds (See Instructions): Not applicable
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)..................................................|_|
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6. Citizenship or Place of Organization: United States
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Number of 7. Sole Voting Power: 217,180
Shares ----------------------------------------------------------
Beneficially 8. Shared Voting Power: 187,630
Owned by ----------------------------------------------------------
Each 9. Sole Dispositive Power: 217,180
Reporting ----------------------------------------------------------
Person With 10. Shared Dispositive Power: 187,630
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 404,810
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)..................................................|_|
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13. Percent of Class Represented by Amount in Row (11): 2.8%
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14. Type of Reporting Person (See Instructions): IN
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<PAGE>
CUSIP No. 74053F 1 0 7 Schedule 13D Page 3 of 5
Amendment No. 3 to Schedule 13D
The Schedule 13D, dated September 30, 1994, as amended, of James R.
Williams and Randolph L. Williams (the "Reporting Persons") is hereby amended as
set forth below. Capitalized terms used herein without definition have the
meanings set forth in Amendment No. 2 to this Schedule 13D. Except as provided
herein, this Amendment No. 3 to Schedule 13D does not modify any of the
information previously reported in Schedule 13D and Amendment Nos. 1 and 2
thereto, and should be read in conjunction with, and is qualified in its
entirety by reference to, the Schedule 13D and the amendments thereto.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is amended as set forth below:
The title of the class of equity securities to which this Schedule 13D
relates is the common stock, par value $0.80 per share ("Premier Common Stock"),
of Premier National Bancorp, Inc. ("Premier"), formerly named Hudson Chartered
Bancorp, Inc. ("Hudson Chartered"). The address of the principal executive
offices of Premier is Route 55, P.O. Box 310, LaGrangeville, New York 12540.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended as set forth below:
This statement is filed on behalf of Randolph L. Williams. James R.
Williams is deceased.
Item 5. Interest in Securities of the Issuer.
This Amendment No. 3 is being filed to reflect that on July 17, 1998,
the Reporting Persons ceased to be the beneficial owners of more than five
percent of the outstanding shares of Premier Common Stock as a result of the
issuance of additional shares of Premier Common Stock in connection with the
merger (the "Merger") of Progressive Bank, Inc. ("Progressive") with and into
Hudson Chartered under the name of Premier. Upon consummation of the Merger, Mr.
R.L. Williams had sole or shared voting and dispositive power over 404,810
shares of Premier Common Stock, and Mr. R.L. Williams' beneficial ownership of
Premier Common Stock declined from 5.6% to 2.8%.
Shares of Premier Common Stock beneficially owned by Mr. J.R. Williams
will become the property of his estate.
No other transactions in Premier Common Stock were effected during the
past 60 days by Mr. R.L. Williams.
<PAGE>
CUSIP No. 74053F 1 0 7 Schedule 13D Page 4 of 5
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The revocable proxy executed by Messrs. J.R. and R.L. Williams in favor
of Messrs. T. Jefferson Cunningham III and Edward vK. Cunningham, Jr. and
described in Amendment No. 2 to the Schedule 13D has been revoked and the
related Agreement has been terminated.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
<PAGE>
CUSIP No. 74053F 1 0 7 Schedule 13D Page 5 of 5
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.
July 31, 1998 By: /s/ Randolph L. Williams
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(Date) Randolph L. Williams
