UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 12, 1996
PROGRESSIVE BANK, INC.
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(Exact name of registrant as specifies in its charter)
New York 0-15025 14-1682661
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(State or other jurisdiction (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
1301 Route 52, Fishkill, New York 12524
(Address of principal executive offices) (Zip Code)
(914) 897-7400
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Item 2. Acquisition or Disposition of Assets
On April 24, 1996, Progressive Bank, Inc. (the "Company") filed a
Current Report on Form 8-K (the "Current Report") reporting that, on April
12, 1996, its wholly-owned subsidiary, Pawling Savings Bank ("Pawling") and
GreenPoint Bank ("GreenPoint"), a subsidiary of GreenPoint Financial Corp.,
had consummated the transactions contemplated in the Purchase of Assets and
Liability Assumption Agreement, dated as of December 26, 1995, by and between
Pawling and GreenPoint (the "Agreement") whereby Pawling acquired two
branches of GreenPoint located in Rockland County, New York. The Company
further reported that it was impracticable at the time of filing the Current
Report to file pro forma financial information required to be filed pursuant
to the instructions to Form 8-K under the Securities Exchange Act of 1934,
as amended.
The Registrant hereby amends the items, financial statements,
exhibits or other portions of the Current Report as set forth herein.
Item 7. Financial Statements and Exhibits
Since the assets acquired and liabilities assumed by Pawling pursuant
to the Agreement do not constitute a "business" which has continuity,
historical financial statements and pro forma condensed combined income
statements are not required or relevant and, accordingly, are not included
herein. Unaudited pro forma consolidated balance sheet has been provided as
if the transaction had occurred on March 31, 1996.
(a) Financial Statements and Exhibits
The following unaudited information regarding certain assets acquired
and liabilities assumed, as of April 12, 1996, is included in this Current
Report Amendment:
Loans Acquired
Deposit Liabilities Assumed
(b) Pro Forma Financial Information
Unaudited pro forma consolidated balance sheet as of March 31, 1996.
The loans acquired as of April 12, 1996, represented passbook loans totaling
$105,000 with a weighted average yield of 8.0% and a weighted average
maturity of 18 months.
Deposit balances assumed from the acquisition are summarized as follows:
<TABLE>
<CAPTION>
At April 12, 1996
Percentage Weighted
of Total Average
Balance Deposits Rate
(Dollars in thousands)
<S> <C> <C> <C>
NOW accounts $ 8,188 5.4% 2.23%
Savings accounts 28,935 18.9 3.22
Money market accounts 16,651 10.9 3.18
Time deposits 98,757 64.7 6.14
Total interest-bearing deposits 152,531 99.9 5.05
Demand deposits 221 0.1 0.00
Total deposits $152,752 100.0% 5.05%
</TABLE>
The remaining average term of certificate of deposit accounts at April 12,
1996 are summarized as follows:
<TABLE>
<CAPTION>
Percentage of
Amount Time Deposits
(Dollars in thousands)
<S> <C> <C>
Due within six months $43,210 43.7%
Due within six to twelve months 23,469 23.8
Due within one to two years 25,984 26.3
Due within two to three years 4,283 4.3
Due within three to five years 1,349 1.4
Due beyond five years 462 0.5
Total $98,757 100.0%
</TABLE>
Time deposits issued in amounts of $100,000 or more amounted to approximately
$7.2 million at April 12, 1996.
PROGRESSIVE BANK, INC. AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1996
The following unaudited pro forma balance sheet gives effect to the
acquisition of assets and assumption of liabilities by the Company as though
the transaction had occurred on March 31, 1996.
<TABLE>
<CAPTION>
Assets Acquired Progressive
Progressive and Liabilities Deposit Bank, Inc.
Bank, Inc. Assumed Premium Pro Forma
<F1> <F2>
(In thousands)
<S> <C> <C> <C> <C>
Assets
Cash and due from banks $ 13,967 192 14,159
Federal funds sold 2,520 133,811 (9,629) 126,702
Securities available for sale 131,058 131,058
Securities held to maturity 71,009 71,009
Loans 546,125 105 546,230
Allowance for loan losses (8,275) (8,275)
Accrued interest receivable 5,110 5,110
Other real estate, net 1,024 1,024
Premises and equipment, net 9,523 726 10,249
Other assets 13,493 18 9,629 23,140
Total assets $785,554 134,852 -- 920,406
Liabilities and Shareholders' Equity
Liabilities:
Savings and time deposits $612,666 152,531 765,197
Demand deposits 49,925 221 50,146
Other borrowings 17,900 (17,900) --
Accrued expenses and other liabilities 35,464 35,464
Total liabilities 715,955 134,852 -- 850,807
Shareholders' equity 69,599 69,599
Total liabilities and shareholders' equity $785,554 134,852 -- 920,406
See notes to unaudited pro forma consolidated balance sheet.
<FN>
Notes to Unaudited Pro Forma Consolidated Balance Sheet
<F1> Represents the assets acquired and liabilities assumed in the
Acquisition. The net cash received of $151,711 in the settlement of the
transaction is shown as Federal funds sold and as a reduction to other
borrowings in the unaudited pro forma consolidated balance sheet. Loans,
premises and equipment acquired approximates the assets' fair value. Deposits
assumed are all considered to be at market rates and, accordingly,
approximate fair value.
<F2> Represents the tax deductible deposit premium of the deposit liabilities
assumed, including accrued interest payable, calculated on the actual
deposits as of the close of business on March 11, 1996. This amount will be
amortized over a period of 7 years.
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROGRESSIVE BANK, INC.
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(Registrant)
By: /s/ Robert Gabrielsen
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Robert Gabrielsen, Treasurer
Principal Financial Officer and
Principal Accounting Officer
Dated June 3, 1996
