As filed with the Securities and Exchange Commission on
March 11, 1999
Registration No. 33-48660
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 ON FORM S-3
TO FORM S-2 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PREMIER NATIONAL BANCORP, INC.
(formerly named Hudson Chartered Bancorp, Inc.
and Community Bancorp, Inc.)
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(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.)
Route 55, P.O. Box 310
LaGrangeville, New York 12540
(914) 471-1711
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
T. Jefferson Cunningham III
Chairman of the Board
Premier National Bancorp, Inc.
Route 55, P.O. Box 310
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 of process)
Copy to:
Steven Kaplan, Esquire
Arnold & Porter
555 - 12th Street, N.W.
Washington, D.C. 20004
(202) 942-5998
Approximate date of commencement of proposed sale to the public: Inapplicable as
the purpose of the amendment is to withdraw shares from registration.
<PAGE>
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. | |
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. | |
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | |
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. | |
<PAGE>
WITHDRAWAL OF SECURITIES FROM REGISTRATION
By way of Registration Statement No. 33-48660 under the
Securities Act of 1933, as amended, Premier National Bancorp, Inc.
("Corporation") registered shares of its common stock, par value $0.80 per share
("Common Stock"), for sale by the Selling Stockholders named therein. The
Corporation's obligation to maintain the effectiveness of the Registration
Statement has terminated and the Corporation is withdrawing from registration
the shares of Common Stock registered for sale by the Selling Stockholders that
remain unsold.
<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-3 and has duly caused this
Post-Effective Amendment No. 3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of LaGrange, State of New York, on March
11, 1999.
PREMIER NATIONAL BANCORP, INC.
By: /s/ T. Jefferson Cunningham III
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T. Jefferson Cunningham III
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints T. Jefferson Cunningham III,
Paul A. Maisch and Steven Kaplan, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all further amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
said attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 3 has been signed by the following persons in
the capacities indicated on March 11, 1999.
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<PAGE>
Signature Title
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/s/ Elizabeth P. Allen Director
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Elizabeth P. Allen
/s/ Thomas C. Aposporos Director
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Thomas C. Aposporos
/s/ Robert M. Bowman Director
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Robert M. Bowman
Director
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H. Todd Brinckerhoff
/s/ George M. Coulter Director
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George M. Coulter
Director
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Edward vK. Cunningham, Jr.
/s/ T. Jefferson Cunningham III Chairman of the Board and Director
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T. Jefferson Cunningham III
Director
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Tyler Dann
/s/ Thomas C. DeBenedictus Director
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Thomas C. DeBenedictus
/s/ R. Abel Garraghan Director
- ------------------------------
R. Abel Garraghan
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<PAGE>
/s/ Richard T. Hazzard Director
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Richard T. Hazzard
/s/ Warren R. Marcus Director
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Warren R. Marcus
/s/ Richard Novik Director
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Richard Novik
/s/ John J. Page Director
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John J. Page
/s/ Lewis J. Ruge Director
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Lewis J. Ruge
/s/ Archibald A. Smith III Director
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Archibald A. Smith III
/s/ Roger W. Smith Director
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Roger W. Smith
Director
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David A. Swinden
/s/ Peter Van Kleeck President, Chief Executive Officer
- ------------------------------ and Director (Principal Executive
Peter Van Kleeck Officer)
/s/ John C. Van Wormer Director
- ------------------------------
John C. VanWormer
/s/ Paul A. Maisch Chief Financial Officer (Principal
- ------------------------------ Financial and Accounting Officer)
Paul A. Maisch
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