Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $0.01 par value per share
(the "Common Stock"), of Hudson River Bancorp, Inc., a Delaware corporation
the "Company" or the "Issuer"), the principal executive office of which is
located at One Hudson City Centre, Hudson, NY 12534. The Common Stock is
traded on the Nasdaq National Market tier of the Nasdaq Stock Market.
Item 2. Identity and Backround.
(a) Name. The persons filing this Schedule 13D are Private Capital
Management ("PCM"), Bruce S. Sherman, and Gregg J. Powers. PCM, Mr. Sherman,
and Mr. Powers are collectively referred to as the "Reporting Persons."
Bruce S. Sherman is Chairman of Private Capital Management ("PCM")
and Mr. Powers is President of PCM, and as such both exercise
shared dispositive and voting power with respect to shares held
by PCM on behalf of its clients. Messrs. Sherman and Powers disclaim beneficial
ownership for the shares held by PCM and disclaim the existence of a group.
(b) Business Address. Each of the Reporting Person's business address is
3003 Tamiami Trail North 34103.
(c) Principal Occupation. PCM is a registered investment adviser under
the Investment Advisers Act of 1940. PCM has the power and authority
to make decisions to buy and sell securities on behalf of its clients.
Bruce S. Sherman is Chairman, CEO and CIO of PCM. Mr. Sherman as
Chairman of PCM and Mr. Powers as President of PCM have the authority to
direct the actions of PCM including the decisions to buy and sell stock.
(d) None of the Reporting Persons has, during the last five years, been
convicted in any criminal proceedings (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of any judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
(f) PCM is a limited partnership organized under the laws of the state of
Delaware. Mr. Sherman and Mr. Powers are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
PCM has acquired 1,277,200 shares of Common Stock at an aggregate purchase
price of $14,797,207 on behalf of its investment advisory clients. Funds
for these purchases were derived from the clients. Mr. Sherman has
acquired 75,200 shares of Common Stock at an aggregate purchase price of
$824,212, which were acquired with his personal funds. Dr. Peter Sherman,
Mr. Sherman's brother, acquired 8,000 shares of Common Stock at an aggregate
purchase price of $93,550, which were acquired with his personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the shares of common stock in order to
establish a significant equity interest in the company. All purchases of
such shares were for investment purposes. Depending on future assessments
made by the Reporting Persons as to the ability to achieve maximum shareholder
value, one or more of the Reporting Persons may acquire additional securities
or may determine to sell or otherwise dispose of all or some of the its
holdings in the Company.
The Reporting Persons propose that management and the Board of the Company
take prompt action to enhance shareholder value, including, among other
possibilities, meeting with the management of TrustCo Bank Corp NY "TrustCo"
to facilitate a transaction, as more fully described in the Registration
Statement on Form S-4 recently filed by TrustCo.(See Exhibit 2).
Representatives of PCM have discussed some of the possibilities with
representatives of the Company, however, at no point during such discussions
did PCM or representatives of the Company agree on a specific course of
action, nor do any of the Reporting Persons believe they possess material
inside information concerning the Company. PCM believes that the
aforementioned possibility would provide greater return to shareholders than
the Company's historical reluctance to cooperate with TrustCo. As described
in TrustCo's Registration Statement, TrustCo proposes an offer to purchase all
outstanding common stock of the Company for total consideration equal to $17
per share. It is the belief of the Reporting Persons that pursuing a
transaction with TrustCo or another suitable partner at a price of $17 or
more would be in the best interests of the Company's shareholders.
A copy of the letter sent to Hudosn River Bancorp, Inc. Board of Directors
dated October 6, 2000 is attached hereto as Exhibit 2 and incorporated
herein by reference.
Except as set forth herein, PCM has no present plans or proposals that
would result in or relate to (a) an extraordinary corporate transaction
involving the Company or any or its subsidiaries; (b) a sale or transfer
of a material amount of assets of the Company or any of its subsidiaries;
(c) a change in the present board of directors or management of the
Company; (d) a material change in present capitalization or dividend
policy of the Company; (e) any other material change in the Company's
business or corporate structure; (f) changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which might
impede the acquisition or control of the Company by any person; (g)
causing securities of the Company to be delisted from a national security
exchange or to cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities association;
(h) causing securities of the Company to be eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act or (f)
any other similar action.
Item 5.
(a) The Company's Form 10-Q for the quarter ended June 30, 2000,
disclosed that 15,310,560 shares of the Common Stock were outstanding on
August 4, 2000. PCM beneficially owns 1,277,200 shares of the Common
Stock on behalf of its clients that represents approximately 8.4% of
the outstanding shares of the Common Stock. Mr. Sherman beneficially
owns 75,200 shares of the Common Stock, which represents 0.5% of the
outstanding shares of the Common Stock. As Chairman of PCM,
Mr. Sherman may be deemed to be beneficial owner of shares of the
Common Stock in the PCM investment advisory accounts of clients.
As President of PCM, Mr. Powers may also be deemed to be beneficial
owner of shares of the Common Stock in the PCM investment advisory
accounts of clients. While Mr. Sherman, Mr. Powers and PCM may be
deemed to beneficially own 1,277,200 shares of the Common Stock
in the PCM investment advisory accounts of clients, the filing of
this Schedule 13D shall not be construed as an admission that
such persons are the beneficial owners of any such securities.
Mr. Sherman and Mr. Powers disclaim ownership of the shares
of the Common Stock deemed to be beneficially owned by PCM.
(b) PCM and Mr. Sherman, as Chairman of PCM, and Mr. Powers, as
President of PCM, have shared voting and dispositive power with
respect to the shares of the Common Stock managed by PCM. Mr. Sherman
has sole voting and dispositive power with respect to the shares
of the Common Stock beneficially owned by him in his individual capacity.
Mr. Sherman has shared voting and dispositive power with respect to the shares
of the Common Stock beneficially owned by his brother.
(c) The following table sets forth the Reporting Persons' transactions
in the shares of the Common Stock during the last 60 days:
Number of Purchase Price
Date Shares Per Share Transaction Effected
08/09/00 16,700 11.53 Open Market Purchase
08/10/00 18,600 11.51 Open Market Purchase
08/11/00 28,000 10.99 Open Market Purchase
08/16/00 20,000 10.93 Open Market Purchase
08/17/00 800 11.44 Open Market Purchase
08/21/00 23,200 11.82 Open Market Purchase
08/22/00 21,300 11.80 Open Market Purchase
08/25/00 10,000 12.15 Open Market Purchase
08/29/00 14,500 12.34 Open Market Purchase
09/21/00 28,200 12.55 Open Market Purchase
10/04/00 137,100 14.52 Open Market Purchase
10/06/00 128,000 15.19 Open Market Purchase
(d) PCM, an investment advisor registered under the Investment
Advisors Act of 1940, pursuant to investment advisory contracts with its
clients has shared dispositive power over the shares of the Common
Stock in the advisory accounts. The individual clients, none of whom
individually owns beneficially more than 5% of the total class of such
securities, have the right to receive or the power to direct the receipt
of dividends from, and the proceeds from the sale of, the shares of the
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than the investment advisory contracts with its clients and the
relationships as described in Item 5 above, the Reporting Persons are
not parties to any contract, arrangement, understanding or relationship
with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the shares of the Common Stock,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving
or withholding of proxies or pledge or otherwise subject to a
contingency the occurrence of which would give another person voting or
investment power over the shares of the Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - An agreement relating to the filing of Schedule 13D is hereby
filed as an exhibit.
EXhibit 2 - Letter to Hudson River Bancorp, Inc. Board of Directors dated
October 6, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true,
complete and correct.
Dated October 6, 2000
PRIVATE CAPITAL MANAGEMENT
By:(Signature)
Bruce S. Sherman
Chairman
By:(Signature)
Gregg J. Powers
President
Exhibit 1
AGREEMENT RELATING TO THE FILING OF JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k) OF THE SECURITIES EXCHANGE ACT OF 1934
The undersigned Reporting Persons agree that the Schedule 13D to
which this Agreement is attached is filed on behalf of each one of
them.
Dated: October 6, 2000
PRIVATE CAPITAL MANAGEMENT
By: (Signature)
Bruce S. Sherman
Chairman
By:(Signature)
Gregg J. Powers
President
