<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 15, 1997
PROGRESSIVE BANK, INC.
- -----------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 0-15025 14-1682661
- -----------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
1301 Route 52, Fishkill, New York 12524
- ----------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(914) 897-7400
--------------
Not applicable
- ----------------------------------------------------------------
(Former name or former address, if changed since last report)<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS
- ---------------------
On October 15, 1997, the Board of Directors of Progressive
Bank, Inc. (the "Company") declared a dividend payable October
29, 1997 of one right (a "Right") for each outstanding share of
common stock, par value $1.00 per share of the Company held of
record at the close of business on October 15, 1997.
The Rights were issued pursuant to a Rights Agreement, dated
October 15, 1997 (the "Rights Agreement") between the Company and
Registrar and Transfer Company, as rights agent. Each Right
generally entitles its registered holder to purchase from the
Company, after the Separation Time, as defined in the Rights
Agreement, one one-hundredth of a newly authorized share of
Series A Junior Participating Preferred Stock, par value $1.00
per share ("Junior Preferred Stock"), for $100.00, subject to
adjustment. In addition, if certain takeover-related events
should occur, each Right would entitle its registered holder to
purchase from the Company a number of shares of the Company's
common stock at a discount to market value in lieu of the one
one-hundredth of a share of the Junior Preferred Stock.
Further information regarding the Rights, redemption fea
tures and other terms thereof is set forth in a press release
dated October 15, 1997 attached as Exhibit 99.1 and the Rights
Agreement attached as Exhibit 4.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
- --------------------------------------------------------------
Exhibit 4.1 -- Form of Rights Agreement (including form of
Rights Certificate attached as Exhibit A and
form of Certificate of Designations,
Relative Rights, Preferences and Limitations
of Series A Junior Participating Preferred
Stock attached as Exhibit B) (incorporated
herein by reference to Exhibit 4 to the
registrant's Registration Statement on Form
8-A filed on October 28, 1997).
Exhibit 99.1 -- Press Release dated October 15, 1997
1<PAGE>
<PAGE>
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 thereunto duly authorized.
PROGRESSIVE BANK, INC.
Date: October 28, 1997 By: /s/ Peter Van Kleeck
------------------------
Peter Van Kleeck
President and Chief Executive
Officer
2
<PAGE>
PROGRESSIVE BANK, INC. NEWS RELEASE
- -----------------------------------------------------------------
1301 Route 52 P.O. Box 700 Fishkill, NY 12524-700
TEL: 914-897-7412 FAX: 914-897-7410
FOR IMMEDIATE RELEASE
- ---------------------
DATE: October 22, 1997 CONTACT: PETER VAN KLEECK
PRESIDENT AND CEO
(914) 897-7400
PROGRESSIVE BANK, INC.
ADOPTS SHAREHOLDER RIGHTS PLAN
------------------------------
FISHKILL, NEW YORK (NASDAQ:PSBK)..... Progressive Bank,
Inc., parent company of Pawling Savings Bank, adopted a Share-
holder Rights Plan. The Plan is designed to protect
shareholders' interests in the event of an unfair and coercive
takeover attempt.
The Shareholder Rights Plan entitles each holder of
Progressive Bank, Inc. common stock to purchase the Company's
stock at a discount price in the event any person or group of
persons exceeds predetermined ownership limitations of the
Company's outstanding common stock.
According to Peter Van Kleeck, President and Chief Executive
Officer, "The Rights Plan is intended to assure that all of
Progressive Bank's shareholders receive fair and equal treatment
in the event of any proposed takeover of the Company. The Plan
will not prevent a takeover, but should encourage anyone seeking
to acquire the Company to negotiate with the Board prior to
attempting a takeover."
"Our principal objective," Mr. Van Kleeck said, "is to
continue to build long-term value for our shareholders."
The Rights Plan applies to shares held on the record date of
October 15, 1997. However, rights issued under the Plan will not
be exercisable initially. They will trade with the Company's
common stock and no certificates will be issued until certain
triggering events occur.
###
