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As filed with the Securities and Exchange Commission on July 20, 1998
Registration No. 333-49793
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT
ON FORM S-4 UNDER THE SECURITIES ACT OF 1933
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PREMIER NATIONAL BANCORP, INC.
(Formerly Hudson Chartered Bancorp, Inc.)
(Exact name of registrant as specified in its charter)
New York 14-1668718
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 310, Route 55
LaGrangeville, New York 12540
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(Address, including zip code, of principal executive offices)
Progressive Bank, Inc. 1997 Employee Stock Option Plan
Progressive Bank, Inc. 1993 Non-Qualified Stock Option Plan for Directors
Progressive Bank, Inc. Amended and Restated Incentive Stock Option Plan
Pawling Savings Bank Incentive Stock Option Plan
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(Full title of the plans)
T. Jefferson Cunningham III
Chairman
Premier National Bancorp, Inc.
P.O. Box 310, Route 55
LaGrangeville, New York 12540
(914) 471-1711
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Steven Kaplan, Esq.
Arnold & Porter
555 12th Street, N.W.
Washington, D.C. 20004
(202) 942-5998
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Premier National Bancorp, Inc.
(formerly Hudson Chartered Bancorp, Inc.) (File No. 1-13213) ("Premier") with
the Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(a) Premier's 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) Premier's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(c) Premier's Current Report on Form 8-K dated as of April 30, 1998.
(d) Premier's Current Report on Form 8-K dated as of July 17, 1998.
(e) The description of the common stock of Premier, par value $0.80
per share ("Premier Common Stock"), contained in a registration
statement on Form 8-A dated July 24, 1997 (and any amendment or
report filed for the purpose of updating such description).
All documents filed by Premier after the date of this Post-Effective
Amendment No. 1 pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
Premier Common Stock offered hereby has been sold or which deregisters such
Premier Common Stock then remaining unsold, shall be deemed to be incorporated
in this Post-Effective Amendment No. 1 by reference and shall be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Post-Effective
Amendment No. 1 shall be deemed to be modified of superseded for purposes of
this Post-Effective Amendment No. 1 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 in this Post-Effective Amendment No. 1 modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or so superseded, to constitute a part of
this Post-Effective Amendment No. 1.
Item 4. Description of Securities.
Not applicable because the Premier Common Stock is registered under
Section 12 of the Exchange Act.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of Premier and its subsidiaries
as of December 31, 1997 and 1996 and for each of the years ended December 31,
1997, 1996 and 1995, included in Premier's Annual Report on Form 10-K for the
year ended December 31, 1997 (the "Premier Form 10-K"), incorporated herein by
reference to the Premier Form 10-K, have been audited by Deloitte & Touche LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference to the Premier Form 10-K. 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.
The audited consolidated financial statements of Progressive Bank, Inc.
(File No. 0-15025) ("Progressive") and subsidiaries as of December 31, 1997 and
1996 and for each of the years ended December 31, 1997, 1996 and 1995, included
in Progressive's Annual Report on Form 10-K for the year ended December 31,
1997, incorporated herein by reference to Premier's Current Report on Form 8-K
dated as of July 17, 1998 ("Premier's Form 8-K"), have been audited by KPMG Peat
Marwick LLP, independent auditors, as set forth in their report thereon,
incorporated therein by reference and incorporated herein by reference to
Premier's Form 8-K. Such financial statements are incorporated herein in
reliance upon the reports of KPMG Peat Marwick LLP pertaining to such financial
statements given upon the authority of such firm as experts in accounting and
auditing.
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 audited 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 audited 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.
Van DeWater & Van DeWater, LLP has delivered its legal opinion to the
effect that the issuance and sale of the Premier Common Stock offered hereby was
duly authorized by Premier and that such Premier Common Stock will be, when
issued, validly issued, fully paid and nonassessable. Partners of Van DeWater &
Van DeWater, LLP beneficially owned in the aggregate 8,915 shares of Premier
Common Stock at July 20, 1998. Edward vK. Cunningham, Jr., a director of
Premier, is Counsel to Van DeWater & Van DeWater, LLP.
Item 6. Indemnification of Directors and Officers.
Sections 721 and 722 of the New York Business Corporation Law ("NYBCL")
provide for indemnification of directors and officers. Section 721 of the NYBCL
provides that the statutory provisions under New York law are not exclusive of
any other rights to which a director or officer seeking indemnification would be
entitled, and do not affect any rights to indemnification to which corporate
personnel other than directors and officers may be entitled.
Section 722 of the NYBCL provides that a corporation may indemnify a
director or officer of the corporation who is made a party, or threatened to be
made a party, in a civil or criminal proceeding arising out of activities
undertaken at the request of the corporation
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<PAGE>
(including action on behalf of another corporation, partnership, joint venture,
trust, employee benefit plan or other business enterprise) against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorney's
fees actually and necessarily incurred as a result of such action or proceeding
or any appeal, if the director or officer acted in good faith for a purpose
which he reasonably believed to be in, or, in the case of service for any other
corporation, partnership, joint venture, trust, employee benefit plan or other
business enterprise, not opposed to, the best interests of the corporation. To
be indemnified with respect to criminal proceedings, the director or officer
must also have had no reasonable cause to believe that his or her conduct was
unlawful. In the case of a claim by or in the right of the corporation
(including stockholder derivative suits), there is no indemnification under New
York law for threatened actions or a pending action otherwise settled or
disposed of, and no indemnification of expenses is permitted, if the director or
officer is adjudged liable to the corporation, unless and only to the extent a
court determines that, despite such adjudication but in view of all the
circumstances, such indemnification is nonetheless proper.
Section 12 of Premier's Restated Certificate of Incorporation and
Article V of Premier's Bylaws provide that Premier shall indemnify its officers
and directors to the fullest extent permitted by law. Premier has purchased
directors' and officers' liability insurance covering certain liabilities which
may be incurred by its directors and officers in connection with the performance
of their duties. Premier also has entered into indemnification agreements with
certain of its officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable because no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
Item 8. Exhibits.
The exhibits listed on the Exhibit Index on page II-7 hereof have been
previously filed, are filed herewith or are incorporated herein by reference to
other filings.
Item 9. Undertakings.
Premier hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
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<PAGE>
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement,
Provided, however, that the undertakings set forth in paragraphs
1(a) and 1(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by Premier pursuant to Section 13 or Section 15(d) of the Exchange Act,
that are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
4. That, for purposes of determining any liability under the Securities
Act, each filing of Premier's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Premier pursuant to the foregoing provisions, or otherwise, Premier has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Premier of expenses incurred or paid by a
director, officer or controlling person of Premier in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, Premier
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of LaGrangeville, State of New York as of the date set forth below.
PREMIER NATIONAL BANCORP, INC.
July 20, 1998 By: /s/ T. Jefferson Cunningham III
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T. Jefferson Cunningham III
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
has been signed by the following persons in the capacities indicated as of the
date set forth above:
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Elizabeth P. Allen * Director
/s/ Thomas C. Aposporos * Director
/s/ Robert M. Bowman * Director
/s/ H. Todd Brinckerhoff * Director
/s/ George M. Coulter * Director
/s/ Edward vK. Cunningham, Jr. * Director
/s/ T. Jefferson Cunningham III Director and Chairman of the Board
/s/ Tyler Dann * Director
/s/ Thomas C. DeBenedictus * Director
/s/ R. Abel Garraghan * Director
/s/ Richard T. Hazzard * Director
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C>
/s/ Peter Van Kleeck * Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Paul A. Maisch * Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Warren R. Marcus * Director
/s/ Richard Novik * Director
/s/ John J. Page * Director
/s/ Lewis J. Ruge * Director
/s/ Archibald A. Smith, III* Director
/s/ Roger W. Smith* Director
/s/ David A. Swinden * Director
/s/ John C. Van Wormer * Director
</TABLE>
* By: /s/ T. Jefferson Cunningham III
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T. Jefferson Cunningham III
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
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<TABLE>
<S> <C>
Exhibit 4.1 Progressive Bank, Inc. 1997 Employee Stock Option
Plan, filed as Exhibit 99.1 to the Registration
Statement on Form S-8 (File No. 333-25931) of
Progressive filed with the Commission on April 25,
1997, and incorporated herein by reference.
Exhibit 4.2 Progressive Bank, Inc. 1993 Non-Qualified Stock
Option Plan for Directors, filed herewith.
Exhibit 4.3 Progressive Bank, Inc. Amended and Restated Incentive
Stock Option Plan, filed as Exhibit 4.2 to
Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (File No. 33-10235) of
Progressive filed with the Commission on May 17,
1988, and incorporated herein by reference.
Exhibit 4.4 Pawling Savings Bank Incentive Stock Option Plan,
filed as Exhibit 4.1 to the Registration Statement on
Form S-8 (File No. 33-10235) of Progressive filed
with the Commission on November 17, 1986, and
incorporated herein by reference.
Exhibit 5 Opinion of Van DeWater & Van DeWater, LLP, filed
herewith.
Exhibit 23.1 Consent of Van DeWater & Van DeWater, LLP, included
in the opinion filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of Deloitte & Touche LLP, filed herewith.
Exhibit 23.3 Consent of KPMG Peat Marwick LLP, filed herewith.
Exhibit 24.1 Powers of Attorney of certain directors and officers
of Premier, previously filed as Exhibit 24 to the
original Registration Statement on Form S-4 filed
with the Commission on April 9, 1998.
Exhibit 24.2 Powers of Attorney of certain directors and officers
of Premier, filed herewith.
II-7
</TABLE>
Exhibit 4.2
1993 -- Revised 11/17/93
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PROGRESSIVE BANK, INC.
1993 NON QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
1. Purpose. The Progressive Bank, Inc. 1993 Non Qualified Stock Option
Plan for Directors is intended to increased incentive and encourage the
continued service and investment in its Common Stock of directors who are not
otherwise employed by it by facilitating their purchase of stock in Progressive
Bank, Inc.
2. Definitions. As used herein:
(a) "Corporation" means Progressive Bank, Inc.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Common Stock" means the $1.00 par value Common Stock of
the Corporation.
(d) "Committee" means the Stock Option Committee appointed by
the Board in accordance with paragraph 4 of this Plan.
(e) "Continuous Service" or "Continuous Status as a Director"
means the absence of any interruption or termination of service as a director of
the Corporation. Service shall not be considered interrupted in the case of
maternity leave, sick leave, military leave or any other leave of absence
approved by the Corporation.
(f) "Director" means any person not employed on a full-time
basis by the Corporation who is lawfully elected or duly appointed and serving
as a member of the Board.
(g) "Option" means an option granted pursuant to this Plan.
(h) "Optioned Stock" means stock subject to an Option granted
pursuant to this Plan.
(i) "Optionee" means a Director who receives an Option.
(j) "Plan" means the Progressive Bank, Inc. 1993 Non Qualified
Stock Option Plan For Directors.
3. Shares Subject to the Plan. Except as otherwise permitted by the
provisions of paragraph 12 hereof, the aggregate number of shares of Common
Stock which may be issued upon the exercise of Options granted under this Plan
shall be 75,000 shares of Common Stock of the Corporation. If an Option should
expire or become unexercisable for any reason without
<PAGE>
having been exercised in full, the unpurchased shares which were subject thereto
shall, unless the term of this Plan under paragraph 14 shall have expired or
this Plan shall have been terminated pursuant to paragraph 16, be available for
the grant of other Options under this Plan.
4. Administration of the Plan. The Plan shall be administered by the
Stock Option Committee composed of not less than three disinterested persons,
one of who shall be the President of the Corporation to be appointed from time
to time by such Board. Subject to the provisions of the Plan, the Committee may
from time to time adopt rules and regulations necessary or advisable for the
Plan's administration. The grant of options, determination or the interpretation
and construction of any provision of the Plan (and any provision of any Option
granted hereunder) by the Committee shall be final and conclusive.
5. Eligibility, Grant of Options and Vesting. All directors who are not
full time employees of the Corporation are eligible to participate in the Plan.
Options shall be granted by the Stock Option Committee. Options shall vest in
accordance with the provisions of each grant of options.
6. Term of Option. The term during which each Option granted under this
Plan shall be exercisable shall be ten years from October 20, 1993.
7. Option Price. The price per share at which each Option may be
exercised shall, as to any particular Option, not be less than the fair market
value of the Optioned Stock at the time such Option is granted. If the Common
Stock is traded otherwise than on a national securities exchange at the time of
the granting of an Option, then the fair market value per share shall be the
mean between the bid and asked price on the date the Option is granted or, if
there is no bid and asked price on said date, then on the next prior business
day on which there was a bid and asked price. If the Common Stock is listed on a
national securities exchange at the time of granting an Option, then the fair
market value per share shall be the average of the highest and lowest selling
price on such exchange on the date such Option is granted or, if there were no
sales on said date, then the fair market value per share shall be the mean
between the bid and asked price on such date.
8. Procedure for Exercise of Option. (a) Any Option granted hereunder
shall be exercisable at such times and under such conditions as shall be
permissible under the terms of this Plan and of the Option granted to the
Optionee. Subject to provisions relative to its termination and limitations on
its exercise, an Option may be exercised at one time with respect to all of the
Optioned Stock, or from time to time with respect to a whole number of shares
less than the total number of shares of Optioned Stock until such total number
of shares has been purchased. Such Option shall be exercised by (a) written
notice of intent to exercise the Option with respect to a specified number of
shares, and (b) payment in United States dollars to the Corporation
(contemporaneously with delivery of each such notice), in cash, or by certified
check, bank draft, or money order, of the amount of the Option price for the
number of shares with respect to which the Option is then being exercised. Each
such notice and payment shall be delivered, or mailed by registered or certified
mail, addressed to the Secretary of the Corporation at the Corporation's
executive offices. The date such notice and payment are received by the
Corporation shall be the date of the exercise of the Option and the date of the
purchase of the Optioned Stock for all purposes of the Plan.
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<PAGE>
(b) In lieu of payment in cash, an Optionee may pay for Optioned Stock
by delivering shares of Common Stock already owned by the Option holder valued
at the fair market value of shares of Common Stock as at the business date
immediately prior to exercise of the Option or by a combination of such shares
and cash. The Corporation may furthermore permit shares to be delivered on
exercise of an Option to be surrendered to the Corporation in payment of
federal, state and/or local withholding taxes payable in connection with the
exercise of an Option.
9. Further Conditions to Exercise of Option. (a) Unless otherwise
provided in the terms of an Option, an Option may be exercised by an Optionee
only if the Optionee has maintained Continuous Status as a Director from the
date of the grant of the Option to the date three months before the exercise of
the Option (one year before the exercise of the Option in the case of an
Optionee who is disabled within the meaning of Section 22(e)(3) of the Code).
The Committee's determination whether an Optionee's service has ceased, and the
effective date thereof, shall be final and conclusive on all persons affected
thereby. In the event of the death of an Optionee prior to the exercise of any
Option granted to such Optionee, such Option shall be exercisable only prior to
the expiration of the term of the Option or within the period of two years next
succeeding the Optionee's death, whichever shall first occur, and then (a) only
by the Optionee's estate or by or on behalf of such person or persons to whom
the Optionee's right under the Option shall have passed by the Optionee's will
or by the laws of descent and distribution, and (b) if and only to the extent
that such Optionee was entitled to exercise the Option at the date of death.
(b) The terms and conditions of Options granted under this Plan,
including any additional conditions regarding the vesting or exercise of each
such Option, shall be set forth or incorporated by reference in an instrument
evidencing each Option. One copy of such instrument shall be given to such
Director, and one copy shall be retained by the Corporation.
10. Further Interest Prior to Issuance of Shares. Upon exercise of an
Option in the manner provided in paragraph 8, the Optionee (or other person
entitled to exercise the Option pursuant to a transfer of the Option by will or
by the laws of descent and distribution) shall be deemed a shareholder for all
purposes, and ownership of the number of shares of Optioned Stock purchased upon
exercise of the Option in the name of the Optionee (or such other person) shall
be recorded in the stock transfer books of the Corporation, unless such stock
transfer books are closed, in which case ownership of the number of shares of
Optioned Stock in the name of the Optionee (or such other person) shall be
recorded in the stock transfer books of the Corporation as soon as they are
again open.
11. Non-Transferability of Options. Options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent and distribution. An Option may be exercised,
during the lifetime of the Optionee, only by the Optionee.
12. Adjustments. In the event that there is any change in the Common
Stock as to Options granted hereunder, through merger, consolidation,
recapitalization, reclassification, reorganization, stock split, stock dividend,
combination of shares or otherwise, the Board shall
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<PAGE>
make such adjustments with respect to Options or any provisions of this Plan as
it deems equitable to prevent dilution or enlargement of Option rights.
13. Time of Granting Options. The date of grant of an Option under this
Plan shall, for all purposes, be the date specified in Section 5 hereof. Notice
of the determination shall be given, and a written instrument evidencing such
Option shall be delivered, to each Director to whom an Option is so granted
within a reasonable time after the date of such grant. No Option shall be
granted after the term of the Plan under paragraph 15 has expired or after the
Plan has been terminated pursuant to paragraph 16.
14. Effective Date. The Plan shall become effective upon its adoption
by the Board, but the Plan and any Options granted under the Plan shall be
cancelled and become null and void if the Plan is not approved by an affirmative
vote of the holders of a majority of all outstanding shares of the Corporation
entitled to vote thereon at a legal meeting within twelve (12) months after the
date it is adopted. If the Plan is not cancelled pursuant to the preceding
sentence, the Plan shall continue in effect for a term of ten (10) years from
the date the Plan is adopted by the Board unless sooner terminated under
paragraph 16.
15. Modification of Options. At any time and from time to time the
Board may authorize the Committee to direct execution of an instrument providing
for the modification of any outstanding Option, provided no such modification
shall confer on the holder of said Option any right or benefit which could not
be conferred on him by the grant of a new Option at such time, or impair any
right or benefit under the Option without the consent of the holder of the
Option.
16. Amendment and Termination of the Plan. The Board may alter, suspend
or discontinue the Plan except that no action of the Board may increase (other
than as provided in Section 12) the maximum number of shares permitted to be
optioned under the Plan, reduce the Option price or extend the period within
which Options may be exercised. Notwithstanding the foregoing, the Plan
provisions shall not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act,
or the rules thereunder.
17. Conditions Upon Issuance of Shares. Common Stock shall not be
issued with respect to any Option unless the issuance and delivery of such
Common Stock shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Common Stock may then be
listed.
18. Reservation of Shares. The Corporation, during the term of the
Plan, will reserve and keep available a number of shares of Common Stock
sufficient to satisfy the requirements of the Plan.
19. Application of Funds. The proceeds received by the Corporation from
the sale of its Common Stock pursuant to Options granted under the Plan shall be
used in the discretion of the Board for the Corporation's general corporate
purposes.
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Exhibit 5
[Letterhead of Van DeWater and Van DeWater, LLP]
July 17, 1998
Board of Directors
Premier National Bancorp, Inc.
Route 55
LaGrangeville, New York 12540
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 on Form S-8
(the "Post-Effective Amendment") to the Registration Statement on Form S-4 (File
No. 333-49793) (the "Registration Statement") of Premier National Bancorp, Inc.
("Premier") relating to shares of Premier common stock, par value $0.80 per
share ("Premier Common Stock"), which may be offered to holders of options
("Progressive Options") to purchase shares of common stock of Progressive Bank,
Inc. ("Progressive"), par value $1.00 per share ("Progressive Common Stock"),
made under the Progressive Bank, Inc. 1997 Employee Stock Option Plan, the
Progressive Bank, Inc. 1993 Non-Qualified Stock Option Plan for Directors, the
Progressive Bank, Inc. Amended and Restated Incentive Stock Option Plan, and the
Pawling Savings Bank Incentive Stock Option Plan (collectively, the "Progressive
Plans"), which Progressive Options have been assumed by Premier and converted
into a right to purchase shares of Premier Common Stock pursuant to the terms of
an Agreement and Plan of Reorganization and a related Plan of Merger, both dated
as of December 16, 1997, by and among Hudson Chartered Bancorp, Inc.,
Progressive and certain of their respective affiliates (collectively, the
"Reorganization Agreement"). You have asked us to furnish an opinion to be
included as Exhibit 5 to the Post-Effective Amendment. This opinion relates only
to shares of Premier Common Stock that may be issued to holders of Progressive
Options outstanding on the Effective Date (as defined in Section 4.9 of the
Reorganization Agreement).
In conjunction with the furnishing of this opinion, we have examined
such corporate documents and have made such investigation of matters of fact and
law as we have deemed necessary to render this opinion. Based upon such
examination and investigation, and upon the assumptions that there will be no
material changes in the documents examined and the matters investigated, we are
of the opinion that:
1. The shares of Premier Common Stock that may be offered to
holders of Progressive Options after the Effective Date have been duly
authorized by Premier.
<PAGE>
2. The shares of Premier Common Stock to be issued upon
exercise of any Progressive Options in accordance with the terms of the
Progressive Plans and any stock option agreement pursuant thereto, upon receipt
by Premier of the consideration required thereby, will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment and to the reference to our firm and our opinion in
Item 5 thereof and in any additional amendments to the Registration Statement.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Van DeWater & Van DeWater
Van DeWater & Van DeWater, LLP
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 (this "Post-Effective Amendment") to Registration Statement No. 333-49793
of Premier National Bancorp, Inc. (formerly Hudson Chartered Bancorp, Inc.) on
Form S-8 of our report dated January 27, 1998, appearing in the Annual Report
on Form 10-K of Premier National Bancorp, Inc. for the year ended December 31,
1997, as amended by Amendment No. 1 on Form 10-K/A filed on April 9, 1998, and
to the reference to us under the heading "Interests of Named Experts and
Counsel" in Item 5 of this Post-Effective Amendment.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Stamford, Connecticut
July 20, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
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The Board of Directors
Premier National Bancorp, Inc. (formerly Hudson Chartered Bancorp, Inc.)
as successor to Progressive Bank, Inc.:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 ("Post-Effective Amendment") to the Registration Statement on
Form S-4 (File No. 333-49793) of Premier National Bancorp, Inc. (formerly Hudson
Chartered Bancorp, Inc.) of our report dated February 2, 1998 relating to the
consolidated balance sheets of Progressive Bank, Inc. and subsidiary as of
December 31, 1997 and 1996, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the December 31, 1997
Annual Report on Form 10-K of Progressive Bank, Inc. and is incorporated by
reference in Premier National Bancorp, Inc.'s Current Report on Form 8-K dated
July 17, 1998.
We also consent to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in Item 5 of this Post-Effective Amendment.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Stamford, Connecticut
July 17, 1998
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Premier National Bancorp, Inc., a corporation organized under the
laws of the State of New York (the "Corporation"), hereby constitutes and
appoints T. Jefferson Cunningham III, Paul A. Maisch, Steven L. Kaplan and Brian
E.J. Lam, and each of them (with full power to each of them to act alone), his
or her true and lawful attorneys-in-fact and agents for him or her and on his or
her behalf and in his or her name, place and stead, in all cases with full power
of substitution and resubstitution, in any hand and all capacities, to sign,
execute and affix his or her seal to and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority) a Registration
Statement on Form S-4 or any other appropriate form and all amendments or
supplements (including without limitation post-effective amendments on Form S-8)
thereto with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration of shares of common stock, par
value $0.80 per share, of the Corporation, and grants to each of them full power
and authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully and to all intents and purposes as he himself or she herself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS HEREOF, the undersigned director and or officer has hereunto
set his or her hand and seal, as of the date specified.
Signature Date
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/s/ Elizabeth P. Allen July 14, 1998
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/s/ Thomas C. Aposporos July 13, 1998
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/s/ George M. Coulter July 15, 1998
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/s/ Thomas C. DeBenedictus July 10, 1998
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/s/ Richard T. Hazzard July 14, 1998
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/s/ Peter Van Kleeck July 14, 1998
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/s/ Richard Novik July 14, 1998
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/s/ John J. Page July 14, 1998
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/s/ Archibald A. Smith, III July 13, 1998
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/s/ Roger W. Smith July 14, 1998
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/s/ David A. Swinden July 14, 1998
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