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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 17, 1998
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Date of Report (Date of earliest event reported)
PREMIER NATIONAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
New York 1-13213 14-1668718
- ---------------------------- ---------------- ----------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
P.O. Box 310, Route 55
LaGrangeville, New York 12540
(914) 471-1711
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(Address of principal executive offices, including zip code,
and telephone number, including area code)
Hudson Chartered Bancorp, Inc.
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(Former name or former address, if changed since last report)
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<PAGE>
Item 2. Acquisition or Disposition of Assets.
On July 17, 1998, Hudson Chartered Bancorp, Inc. ("Hudson Chartered")
consummated the previously announced merger (the "Merger") of Progressive Bank,
Inc. ("Progressive") with and into Hudson Chartered under the name Premier
National Bancorp, Inc. ("Premier"). The Merger was effected pursuant to an
Agreement and Plan of Reorganization (the "Reorganization Agreement"), by and
among Hudson Chartered, Progressive, First National Bank of the Hudson Valley
("Hudson Valley") and Pawling Savings Bank ("Pawling"), and a related Plan of
Merger (the "Plan of Merger"), by and between Hudson Chartered and Progressive,
both dated as of December 16, 1997. The Reorganization Agreement and the Plan of
Merger were previously filed as Exhibits 2.1 and 2.2, respectively, to Hudson
Chartered's Current Report on Form 8-K, dated as of December 16, 1997.
The Merger was approved by the shareholders of Hudson Chartered and
Progressive at annual meetings held on May 21, 1998. Upon consummation of the
Merger, each of Progressive's 3,859,431 outstanding shares of common stock was
converted into 1.82 shares of Premier common stock and cash in lieu of
fractional shares. Approximately 14 million shares of Premier common stock are
outstanding giving effect to the Merger. The transaction was accounted for as a
pooling of interests.
Simultaneously with the consummation of the Merger, Pawling, a wholly
owned subsidiary of Progressive, was merged (the "Bank Merger") with and into
Hudson Valley, a wholly owned subsidiary of Hudson Chartered, under the charter
of Hudson Valley and the name of Premier National Bank ("Premier Bank"). As a
result of the Bank Merger, Premier Bank will operate 36 branch offices in
Dutchess, Ulster, Sullivan, Orange, Westchester, Putnam and Rockland counties of
southeastern New York after completion of all branch consolidations.
The Board of Directors and management of Premier will be comprised of
the persons identified in the proxy statements filed with the Securities and
Exchange Commission in connection with the annual meetings of shareholders of
Hudson Chartered and Progressive.
The consummation of the foregoing transactions is discussed in a press
release attached hereto as Exhibit 99.1.
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
(1) The audited financial statements of Progressive as of December
31, 1997 and 1996 and for each of the years ended December 31,
1997, 1996 and 1995, and the independent auditors' report
thereon, previously included in Progressive's Annual Report on
Form 10-K for the year ended December 31, 1997, are hereby
incorporated by reference.
(2) The unaudited interim financial statements of Progressive as of
March 31, 1998 and 1997 and for the quarters then ended,
previously included in Progressive's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998, are hereby
incorporated by reference.
(b) Pro Forma Financial Information.
(1) The unaudited pro forma combined income statements of Premier
for the years ended December 31, 1997, 1996 and 1995, giving
effect to the Merger under the pooling of interests method of
accounting, were set forth on pages 79-85 of the Registrant's
definitive proxy statement for the 1998 annual meeting of the
Registrant's shareholders and are hereby incorporated by
reference.
(2) The unaudited pro forma combined balance sheet of Premier as of
March 31, 1998 and the unaudited pro forma combined income
statements of Premier for the three months ended March 31, 1998
and 1997, giving effect to the Merger under the pooling of
interests method of accounting, are filed herewith as Exhibit
99.2.
(c) Exhibits.
The exhibits listed in the Exhibit Index are filed herewith or
incorporated by reference as a part of this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Premier has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PREMIER NATIONAL BANCORP, INC.
By: /s/ T. Jefferson Cunningham III
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T. Jefferson Cunningham III
Chairman
Date: July 20, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No.
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2.1 Agreement and Plan of Reorganization, dated as of December 16,
1997, by and among Hudson Chartered Bancorp, Inc., Progressive
Bank, Inc., First National Bank of the Hudson Valley and Pawling
Savings Bank, incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Hudson Chartered Bancorp, Inc.,
dated as of December 16, 1997 (File No. 1-13213).
2.2 Plan of Merger, dated as of December 16, 1997, by and between
Hudson Chartered Bancorp, Inc. and Progressive Bank Inc.,
incorporated by reference to Exhibit 2.2 to the Current Report
on Form 8-K of Hudson Chartered Bancorp, Inc., dated as of
December 16, 1997 (File No. 1-13213).
23.1 Consent of KPMG Peat Marwick LLP, independent auditors to
Progressive Bank Inc., filed herewith.
99.1 Press Release, dated July 17, 1998, filed herewith.
99.2 Unaudited pro forma combined balance sheet of Premier National
Bancorp, Inc. as of March 31, 1998 and the unaudited pro forma
combined income statements of Premier for the three months ended
March 31, 1998 and 1997, giving effect to the Merger under the
pooling of interests method of accounting, filed herewith.
Exhibit 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Premier National Bancorp, Inc.:
We consent to the incorporation by reference (in the Registration Statements
listed below) 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:
Form S-8 relating to the Employee Stock Option Plan of Hudson Chartered
Bancorp, Inc. (File No. 33-71806)
Post-Effective Amendment No. 3 to Form S-3 relating to the Dividend
Reinvestment and Stock Purchase Plan of Hudson Chartered Bancorp, Inc.
(File No. 33-48188)
Post Effective Amendment No. 1 (on Form S-8) to Form S-4 relating to
shares of Hudson Chartered Bancorp, Inc. Common Stock offered pursuant
to the Fishkill National Corporation Incentive Stock Option Plan (File
No. 33-79844)
Post-Effective Amendment No. 2 (on Form S-3) to Form S-2 relating to
the offering of shares of Hudson Chartered Bancorp, Inc. Common Stock
by certain selling stockholders (File No. 33-48660)
/s/ KPMG Peat Marwick
July 17, 1998
Exhibit 99.1
PROGRESSIVE BANK, INC.
AND
HUDSON CHARTERED BANCORP, INC.
MERGE AS
PREMIER NATIONAL BANCORP, INC.
MERGER CREATES LARGEST INDEPENDENT
COMMERCIAL BANK IN THE HUDSON VALLEY
July 17, 1998
Progressive Bank, Inc. (NASDAQ:PSBK) and Hudson Chartered Bancorp, Inc.
(AMEX:HCK) announced today that their merger will become effective after the
close of business on July 17, 1998. Each outstanding share of Progressive common
stock will be converted in the merger into 1.82 shares of common stock of the
resulting holding company, named Premier National Bancorp, Inc. Each Hudson
Chartered share will remain outstanding as one share of Premier common stock.
Premier will have over $1.6 billion in assets, $150 million in capital funds,
over 4 thousand beneficial shareholders and over 14 million outstanding shares
with a market capitalization expected to exceed $300 million. Effective Monday,
July 20, 1998, Premier common stock will trade on the American Stock Exchange
under the symbol "PNB".
The parties' banking subsidiaries, First National Bank of the Hudson Valley and
Pawling Savings Bank, will merge at the same time to form Premier National Bank.
Headquartered in the Mid-Hudson Valley, approximately 75 miles from New York
City, Premier National Bank will operate 36 branch offices and 33 ATMs covering
all seven contiguous counties in the attractive southeastern New York area. As
the largest independent commercial bank in its market area, Premier National
Bank will enjoy a leading market share in Dutchess, Ulster and Putnam counties
and a developing presence in the fast growing counties of Orange, Westchester
and Rockland. The Bank will serve approximately 90,000 households in its market
place and maintain approximately 12,000 business deposit and loan accounts. It
will offer a full range of consumer, commercial and municipal banking products
as well as personal investment and trust services. Combining the historic
strengths of its constituent banks, Premier will be a leading provider of
residential mortgage financing and small business lending.
In a statement issued today, T. Jefferson Cunningham III, Premier's Chairman of
the Board, and Peter Van Kleeck, Premier's President and Chief Executive
Officer, said,
"The successful completion of our merger represents a cumulation of
about seven months of hard work by the officers and staff of two
outstanding community banks. This merger of equals, to create the
largest and most successful independent commercial bank in our region,
holds great promise for our customers and the communities we serve.
Our employees are equally excited about their greater opportunities
for career development, while our stockholders look
<PAGE>
forward to realizing the merger's inherent potential to enhance
shareholder value. While much work remains ahead of us to achieve
these benefits, we have laid a solid foundation since the December
1997 announcement of our merger agreement.
"This merger has also allowed us to assemble a management team
unrivaled in our region for local banking knowledge and experience,
while our combined staff of over 600 will clearly continue the equally
distinguished reputation which our constituent banks had for
responsive and personalized service.
"Unlike most of the bank consolidations in our region, this merger
allows us to retain our competitive advantage of local ownership,
direction and management, while matching the products and services and
branch networks of our super-regional competitors. We face the future
as a larger, stronger and more efficient single banking company, well
positioned to capitalize on further opportunities for growth and
expansion in our region."
The merged company is expected to consolidate four overlapping branches
immediately, while the remaining two branch consolidations and the merger of its
data processing systems are now planned to take place before the end of the
summer. Due to this shift in timing, certain of the merger economies which were
expected to begin to be realized in the third quarter will now more than likely
occur in the fourth quarter. The Company does not believe this will have a
material impact on the economies it expects to achieve from such consolidations
when fully implemented.
Premier's Executive offices will be located on Route 55 in Lagrangeville, New
York. While Premier National Bank will maintain Poughkeepsie as its head office,
its administrative and operational center will be located on Route 52 in
Fishkill, New York.
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Certain statements contained in this press release that are not historical fact
are "forward-looking" statements and involve important risks and uncertainties.
Such risks and uncertainties, which are detailed in the company's filings with
the Securities and Exchange Commission, could cause the company's results to
differ materially from the current expectations as expressed in this press
release.
FOR FURTHER INFORMATION, PLEASE CONTACT
PREMIER'S SENIOR MANAGEMENT:
Peter Van Kleeck OR T. Jefferson Cunningham III
President & CEO Chairman
914-437-4303 914-437-4305
Exhibit 99.2
PREMIER NATIONAL BANCORP, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AT MARCH 31, 1998
(UNAUDITED)
(In thousands, except share amount)
<TABLE>
<CAPTION>
Hudson Proforma
Chartered Progressive Adjustments Total
--------- ----------- ----------- -----
<S> <C> <C> <C> <C>
Assets:
Cash and due from banks $33,082 $14,077 $47,159
Federal funds sold 31,600 47,200 78,800
Securities 214,392 242,443 456,835
Loans net of unearned income 464,396 570,720 1,035,116
Less: Allowance for loan losses (9,863) (9,685) (19,548)
-------- -------- ----------
Net loans 454,533 561,035 1,015,568
Premises and equipment 16,495 9,917 26,412
Goodwill 202 7,067 7,269
Other assets 12,860 14,371 27,231
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TOTAL ASSETS $763,164 $896,110 $1,659,274
======== ======== ==========
Liabilities:
Non interest bearing deposits $144,398 $66,419 $210,817
Interest bearing deposits 540,038 732,943 1,272,981
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Total deposits 684,436 799,362 1,483,798
Notes payable 1,725 1,725
Other liabilities 5,000 17,019 22,019
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TOTAL LIABILITIES 691,161 816,381 1,507,542
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Common stock 5,729 4,428 $1,144 11,301
Additional paid-in capital 38,979 25,879 (5,060) 59,798
Retained earnings 27,979 59,058 (6,058) 80,979
Accumulated other comprehensive income 884 338 1,222
Treasury stock (1,568) (9,974) 9,974 (1,568)
-------- -------- ------ ----------
TOTAL STOCKHOLDERS' EQUITY (see note 6) 72,003 79,729 151,732
-------- -------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $763,164 $896,110 $1,659,274
======== ======== ==========
Book value per share $10.13 $20.84 $10.74
</TABLE>
See notes to unaudited pro forma condensed combined financial statements.
<PAGE>
PREMIER NATIONAL BANCORP, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
AT MARCH 31, 1998
(UNAUDITED)
(In thousands, except share amount)
<TABLE>
<CAPTION>
Hudson Proforma
Chartered Progressive Adjustments Total
--------- ----------- ----------- -----
<S> <C> <C> <C> <C>
Interest income:
Loans, including fees $10,314 $12,939 $23,253
Federal funds sold and other 290 563 853
Securities 2,800 3,710 6,510
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Total interest income 13,404 17,212 30,616
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Interest expense:
Deposits 5,355 8,503 13,858
Other 23 0 23
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Total interest expense 5,378 8,503 13,881
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Net interest income 8,026 8,709 16,735
Provision for loan losses 600 375 975
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Net interest income after
provision for loan losses 7,426 8,334 15,760
Noninterest income 1,476 870 2,346
Other expense 5,690 5,767 11,457
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Income before income taxes 3,212 3,437 6,649
Income taxes 1,113 1,405 2,518
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Net Income $2,099 $2,032 $4,131
========= ========= ==========
Weighted average common share:
Basic 7,094,000 3,846,000 14,094,000
Diluted 7,325,000 3,969,000 14,549,000
Per common share:
Basic earnings $0.30 $0.53 $0.29
Dilute earnings 0.29 0.51 0.28
Dividends declared 0.13 0.20 0.13
</TABLE>
See notes to unaudited pro forma condensed combined financial statements.
<PAGE>
PREMIER NATIONAL BANCORP, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(1) The accompanying unaudited pro forma condensed combined financial statements
were prepared assuming that the Merger had been consumated as of March 31, 1998,
and the pooling-of-interests method had been applied in accounting for the
Merger.
(2) Pro forma earnings per common share (EPS) have been calculated based on the
applicable average number of Hudson Chartered common shares outstanding, plus
additional common shares assumed to be issued in the Merger in exchange for
outstanding Progressive common shares based on the Exchange Ratio of 1.82. To
the extent cash is paid to Progressive stockholders in lieu of fractional
shares, common shares outstanding and common stockholders' equity would be
reduced. The respective managements expect that cash will be paid to
stockholders in lieu of issuing fractional shares for less than 1/4 of 1% of the
shares held by Progressive stockholders and, accordingly, such shares have not
been excluded from the pro forma data.
(3) The pro forma information presented does not reflect anticipated merger
(legal, accounting, tax, regulatory and severance) and integration costs
(conversion, abandonments, relocation, promotional material and forms), which
are presently estimated to total $7.4 million before taxes and $5.6 million
after taxes. The pro forma information also does not reflect potential cost
savings or revenue enhancements expected to be realized subsequent to
consummation of the Merger.
(4) Pro forma entry to retire Treasury stock held by Progressive (approximately
572,000 shares having a par value of $1.00 per share):
Common stock $572,000
Additional paid-in capital (A) 3,344,000
Retained earnings 6,058,000
Treasury stock (at cost) $9,974,000
(A) Represents the pro rata portion of Progressive's total paid-in capital
applicable to the Treasury shares.
(5) Pro forma entry to issue 1.82 Premier National Bancorp common shares in
exchange for each Progressive common share.
The par value of Premier National Bancorp common shares to be issued as of
March 31, 1998, is determined as follows:
<TABLE>
<S> <C> <C>
Hudson Chartered common shares 7,108,737
Progressive common shares (3,855,781 common 7,017,521
shares times exchange ratio of 1.82) -----------
Total common shares 14,126,258
Par value per common share $0.80
-----------
Total par value $11,301,006
Actual combined par value of common stock at March 31, 1998:
Hudson Chartered $5,729,000
Progressive (after retirement of Treasury shares) $3,856,000 $9,585,000
----------- ----------
Required increase in par value $1,716,006
----------
Entry to record increase in par value:
Additional paid-in capital $1,716,006
Common stock $1,716,006
(6) Summary of the pro forma entries in Notes (4) and (5) above:
Additional paid-in capital $5,060,000
Retained earnings 6,058,000
Common stock $1,144,000
Treasury stock 9,974,000
</TABLE>
<PAGE>
(7) Authorized, issued and outstanding share information is as follows at
March 31, 1998
<TABLE>
<CAPTION>
Hudson Premier
Preferred Chartered Progressive Pro forma
- --------- --------- ----------- ---------
<S> <C> <C> <C>
Authorized 5,000,000 5,000,000 5,000,000
Issued and outstanding 0 0 0
Common
- ------
Par value $0.80 $1.00 $0.80
Authorized 20,000,000 15,000,000 50,000,000
(A)
Issued 7,161,278 4,427,999 14,135,170
Outstanding 7,108,737 3,855,781 14,126,258
(B)
</TABLE>
(A) Reflects the increase in authorized shares from 20,000,000 to 50,000,000
upon consummation of the Merger.
(B) Does not reflect Progressive shares held in Treasury, which will be retired
upon consummation of the Merger.
