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):
JULY 15, 1996
RCSB FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-17709
(Commission File Number)
16-1484699
(I.R.S. Employer Identification Number)
235 EAST MAIN STREET, ROCHESTER, NEW YORK 14604
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code:
(716) 423-7270
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ITEM 5. OTHER EVENTS.
(A) In accordance with a Notice of Redemption dated June 3, 1996, at the
close of business on July 15, 1996 (the "Redemption Date"), RCSB Financial,
Inc. ("RCSB" or "the Company") redeemed 652 shares of the Company's 7%
Noncumulative Convertible Perpetual Preferred Stock, Series B (Nasdaq: RCSBP)
(the "Series B Preferred Stock"), at a price of $26.225 per share plus accrued
dividends for the dividend period ending July 14, 1996, in the amount of
$0.4375 per share. Between June 3, 1996 and the close of business on the
Redemption Date, the holders of 2,988,088 shares of Series B, Preferred Stock
elected to convert those shares into 4,668,833 shares of common stock of the
Company.
From and after the Redemption Date, no shares of Series B Preferred Stock
remain outstanding.
(B) On July 24, 1996, the Board of Directors of RCSB elected John P.
Tierney to serve on the Board of the Company. Mr. Tierney retired from the
position of Chairman and CEO of Chrysler Financial Corporation in 1994 after
31 years in the automotive business. Mr. Tierney's election increases the
size of the Board to 11 directors and he will be among the nominees for
re-election by the shareholders at RCSB's 1997 Annual Meeting.
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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.
RCSB FINANCIAL, INC.
By: /s/ Paul R. Wuest
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Paul R. Wuest
Senior Vice President and
Chief Financial Officer
Dated: August 8, 1996
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