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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Hudson Chartered Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
443678107
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(CUSIP Number)
Edward vK. Cunningham, Jr.
President
The George Gale Foster Corporation
c/o Van DeWater & Van DeWater
Mill & Garden Streets, P.O. Box 112
Poughkeepsie, New York 12602
(914) 452-5900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 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 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 10.
This Document Consists of 13 Pages.
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Page 1 of 13 Pages
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CUSIP No. 443678107 Page 2 of 13
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1. NAME OF REPORTING PERSON:
THE GEORGE GALE FOSTER CORPORATION
I.R.S.IDENTIFICATION NO. 14-1460192
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS:
NOT APPLICABLE
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5. CHECK 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:
Delaware
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NUMBER OF 7. SOLE VOTING POWER: 778,498
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY ------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER: 778,498
REPORTING ------------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER: 0
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
778,498
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
10.98%
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14. TYPE OF REPORTING PERSON:
CO
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CUSIP No. 443678107 Page 3 of 13
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Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D amends Amendment No. 1 to the
statement on Schedule 13D which amendment was filed on May 9, 1996 ("Amendment
No. 1"). Amendment No. 2 is being filed with the Securities and Exchange
Commission by the undersigned with respect to the common stock, par value $0.80
per share, of Hudson Chartered Bancorp, Inc. ("Hudson Chartered Common Stock").
The address of the principal executive offices of Hudson Chartered Bancorp, Inc.
("Hudson Chartered") is Route 55, P.O. Box 310, LaGrangeville, New York 12540.
Except as specifically provided herein, this Amendment No. 2 does not
modify any of the information previously reported in Amendment No. 1.
Item 2. Identity and Background.
This statement is filed on behalf of The George Gale Foster Corporation
("GGF" or the "Reporting Person"). GGF is a Delaware corporation and a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended.
GGF is principally engaged in the business of managing and holding
investment securities on behalf of descendants of the late George Gale Foster
and members of their families. GGF does not have a principal office. GGF's
registered agent is C T Corporation System, J.A.F. Station, P.O. Box 1421, New
York, New York 10116.
Filed as Schedule I to this Amendment No. 2 to Schedule 13D is a list of
the executive officers and directors of the Reporting Person identifying the
following information for each such person: (a) name, (b) residence or business
address and (c) present principal occupation or employment. The address of the
organization in which such employment is conducted is not different from the
applicable business address for any of the individuals identified. Each person
listed in Schedule I is a United States citizen.
During the past five years, neither the Reporting Person nor, to the best
of the Reporting Person's
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CUSIP No. 443678107 Page 4 of 13
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knowledge, any person named 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.
Since the filing of Amendment No. 1, GGF acquired 47,181 shares of Hudson
Chartered Common Stock in connection with a 10% stock dividend that was declared
by Hudson Chartered in December 1996 and distributed in January 1997.
GGF also acquired 259,499 shares of Hudson Chartered Common Stock in
connection with a 50% stock dividend that was declared by Hudson Chartered in
September 1997 and distributed in October 1997.
Item 4. Purpose of Transaction.
In connection with an Agreement and Plan of Reorganization, dated as of
December 16, 1997, among Hudson Chartered, First National Bank of the Hudson
Valley, Progressive Bank, Inc. ("Progressive"), and Pawling Savings Bank (the
"Reorganization Agreement"), and a Plan of Merger, dated as of December 16,
1997, between Hudson Chartered and Progressive (the "Plan of Merger"), T.
Jefferson Cunningham III and Edward vK. Cunningham, Jr., each in his capacity as
a shareholder of Hudson Chartered, agreed with Progressive to vote or cause to
be voted for approval of the Reorganization Agreement and the Plan of Merger
(collectively, the "Merger Agreements") all of the shares of Hudson Chartered
Common Stock which he is entitled to vote with respect thereto (the "Voting
Agreements"). In addition, Messrs. T. Jefferson Cunningham III and Edward vK.
Cunningham, Jr. each agreed not to transfer or otherwise dispose of his shares
of Hudson Chartered Common Stock or to pledge or otherwise encumber any
additional shares prior to shareholder approval of the
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CUSIP No. 443678107 Page 5 of 13
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Merger Agreements or termination of the Merger Agreements pursuant to the terms
thereof.
The foregoing description of the Voting Agreements is qualified in its
entirety by reference to the form of Voting Agreement included as Exhibit 1 to
this Amendment No. 2 to Schedule 13D and is specifically incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
GGF beneficially owns 778,498 shares of Hudson Chartered Common Stock,
which shares represent approximately 10.98% of the approximately 7,089,813
shares of Hudson Chartered Common Stock issued and outstanding on February 15,
1998.
Edward vK. Cunningham, Jr., a director and executive officer of the
Reporting Person, beneficially owns 51,303 shares of Hudson Chartered Common
Stock, or less than 1% of the outstanding shares thereof. Mr. E. vK. Cunningham,
Jr. has sole voting and dispositive power over 26,035 of such shares. Mr. E. vK.
Cunningham, Jr. is a co-trustee and beneficiary of two family trusts which hold
an aggregate of 25,268 of such shares, as to which Mr. E. vK. Cunningham, Jr.
has shared voting and dispositive power. In addition, Mr. E. vK. Cunningham,
Jr.'s wife owns 2,503 shares of Hudson Chartered Common Stock, as to which
beneficial ownership is disclaimed.
T. Jefferson Cunningham III, a director and executive officer of the
Reporting Person, beneficially owns 225,956 shares of Hudson Chartered Common
Stock, or approximately 3% of the outstanding shares thereof. Mr. T.J.
Cunningham III has sole voting and dispositive power over 181,795 of such
shares, of which 75,499 represent shares which Mr. T.J. Cunningham III has a
right to acquire within 60 days pursuant to the exercise of presently
exercisable stock options granted under employee stock option plans. Mr. T.J.
Cunningham III is a co-trustee and beneficiary with Mr. E. VK. Cunningham, Jr.
of the two family trusts noted above, which hold an aggregate of 25,268 shares
of Hudson Chartered Common Stock, and as to which Mr. T.J. Cunningham III has
shared voting and dispositive power. Mr. T.J. Cunningham III's wife and
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CUSIP No. 443678107 Page 6 of 13
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children own an aggregate of 18,893 shares of Hudson Chartered Common Stock,
as to which Mr. T.J. Cunningham III has shared voting and dispositive power.
Christopher G. Cunningham, a director of the Reporting Person, beneficially
owns 22,074 shares of Hudson Chartered Common Stock, or less than 1% of the
outstanding shares thereof. Mr. C.G. Cunningham has sole voting and dispositive
power over such shares.
Jonathan E. Twichell, a director of the Reporting Person, beneficially owns
5,838 shares of Hudson Chartered Common Stock, or less than 1% of the issued and
outstanding shares, as to which he has sole voting and dispositive power.
Except as otherwise described herein, neither the Reporting Person, nor, to
the best of the Reporting Person's knowledge, any of the persons listed on
Schedule I hereto, beneficially owns any shares of Hudson Chartered Common
Stock. Other than receipt of shares of Hudson Chartered Common Stock in
connection with routine quarterly dividend reinvestments under Hudson
Chartered's Dividend Investment and Stock Purchase Plan, no other transactions
in Hudson Chartered Common Stock were effected during the past 60 days by the
Reporting Person, or, to the best of the Reporting Person's knowledge, by any of
the persons listed on Schedule I hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
A description of certain Voting Agreements entered into by Mr. T. J.
Cunningham III and Mr. E. vK. Cunningham, Jr. is set forth under Item 4 above.
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. 443678107 Page 7 of 13
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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: April 16, 1998 THE GEORGE GALE FOSTER CORPORATION
By: /s/ Edward vK. Cunningham, Jr.
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Edward vK. Cunningham, Jr.
President
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CUSIP No. 443678107 Page 8 of 13
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SCHEDULE I
Following is a list of the executive officers and directors of The George
Gale Foster Corporation, and their occupations and addresses as of March 1,
1998:
Business or Residence
Name occupation Address
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Executive Officers:
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Edward VK. Attorney, Van Van DeWater & Van
Cunningham,Jr., DeWater & Van DeWater
President, GGF DeWater Mill & Garden Streets
P.O. Box 112
Poughkeepsie, New York
12601
T. Jefferson Chief Executive Hudson Chartered
Cunningham III, Vice Officer, Hudson Bancorp, Inc.
President and Chartered Route 55
Treasurer, GGF Bancorp, Inc. P.O. Box 310
LaGrangeville, New
York 12540
John F. Foster, Vice Retired 305 Cranston Place
President, GGF Sun City Center,
Florida 33573
Directors:
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Edward VK. Attorney, Van Van DeWater & Van
Cunningham, Jr. DeWater & Van DeWater
DeWater Mill & Garden Streets
P.O. Box 112
Poughkeepsie, New York
12601
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CUSIP No. 443678107 Page 9 of 13
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T. Jefferson Chief Executive Hudson Chartered
Cunningham III Officer, Hudson Bancorp, Inc.
Chartered Route 55
Bancorp, Inc. P.O. Box 310
LaGrangeville, New
York 12540
John F. Foster Retired 305 Cranston Place
Sun City Center,
Florida 33573
Christopher G. Banking Executive, R.D.2 - 499A
Cunningham Credit Suisse Lanegate Road
First Boston Cold Spring, New York
10516
Harriet L. Foster Retired 347 Marietta Avenue
Hawthorne, New York
10532
Dorothy F. Hukey Administrative Saratoga Hospital
Assistant, 211 Church Street
Saratoga Hospital Saratoga Springs,
Foundation New York 12866
Gale Foster None 156 Van Derwalker Road
Palmatier Chestertown, New York
12817
Jonathan E. Twichell Vice President, 3844 North Sheffield
Chase Securities Rd.
Inc. Chicago, Illinios 60613
Joan F. Williams None 12 Summit Avenue
Larchmont, New York
10538
Steven H.F. Williams Vendor Manager Citibank, N.A.
Citibank, N.A. 399 Park Avenue
First Floor
New York, New York
10043
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CUSIP No. 443678107 Page 10 of 13
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EXHIBIT INDEX
Exhibit Description
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1 Form of Agreement between T. Jefferson Cunningham III and Edward vK.
Cunningham, Jr., each on the one hand, and Progressive Bank, Inc.
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CUSIP No. 443678107 Page 11 of 13
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Exhibit 1
FORM OF VOTING AGREEMENT
December 16, 1997
Progressive Bank, Inc.
1301 Route 52
Fishkill, New York 12524
Ladies and Gentlemen:
The undersigned is a director of Hudson Chartered Bancorp, Inc. ("Hudson
Chartered") or a director of its principal subsidiary bank, and is the
beneficial holder of shares of common stock, par value $0.80 per share, of
Hudson Chartered ("Hudson Chartered Common Stock").
Hudson Chartered Bancorp, Inc. and Progressive Bank, Inc. ("Progressive")
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 Progressive to the
execution and delivery of this Agreement. In consideration of the substantial
expenses that Progressive will incur in connection with the transactions
contemplated by the Merger Agreement and in order to induce Progressive 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 Hudson Chartered and not in his capacity as a director of Hudson Chartered,
as follows:
1. The undersigned will vote or cause to be voted for approval of the
Merger Agreement all of the shares of Hudson Chartered 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 Hudson Chartered Common Stock until Hudson
Chartered'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 be null and void. The terms of
this paragraph 2 shall not apply to any transfer or other disposition pursuant
to the terms of any pledge of Hudson Chartered 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 Hudson Chartered
Common Stock during the period specified in the first sentence of this
paragraph.
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
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CUSIP No. 443678107 Page 12 of 13
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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 Progressive'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 Hudson Chartered common stock 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 and binding 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, Progressive shall be entitled to
temporary and permanent injunctive relief without the necessity of proving
actual damages.
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CUSIP No. 443678107 Page 13 of 13
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first above written.
Very truly yours,
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Accepted and agreed to as of the date first above written:
PROGRESSIVE BANK, INC.
By_____________________________________
