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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): August 11, 1998
TAPPAN ZEE FINANCIAL , INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-26466 13-3840352
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
75 NORTH BROADWAY, TARRYTOWN, NEW YORK 10591
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (914) 631-0344
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On August 11, 1998 U.S.B. Holding Co., Inc. ("USB") received approval
from the Federal Reserve System (the "FRB") for the acquisition of Tappan Zee
Financial, Inc. ("Tappan Zee") and its wholly owned subsidiary Tarrytowns Bank,
F.S.B. In connection with the acquisition, Tappan Zee will be merged with and
into USB, with USB as the surviving corporation and Tarrytowns Bank, FSB will
operate as a wholly owned subsidiary of USB.
USB publicly announced receipt of the FRB's approval in a press release
dated August 19, 1998, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
a. Financial Statements of Businesses Acquired.
Not Applicable
b. Pro forma Financial Information.
Not Applicable
c. Exhibits: The following Exhibits are filed as part of
this report:
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued August 19, 1998.
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
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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 hereunto duly authorized.
TAPPAN ZEE FINANCIAL, INC.
By: /s/ Harry G. Murphy
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Harry G. Murphy
Vice President and Secretary
Date: August 19, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release issued August 19, 1998.
FOR IMMEDIATE RELEASE Contact: Steven T. Sabatini
Senior Executive V.P. &
Chief Financial Officer
U.S.B. Holding Co., Inc.
(914) 365-4615
Harry G. Murphy
Vice President and Secretary
Tappan Zee Financial, Inc.
(914) 631-0344
U.S.B. HOLDING CO., INC. ACQUISITION OF TAPPAN ZEE FINANCIAL, INC.
APPROVED BY BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
ORANGEBURG, N.Y. (BUSINESS WIRE) AUGUST 19, 1998 -- U.S.B. Holding Co., Inc.
(AMEX-UBH) ("USB"), which is the holding company for Union State Bank, today
announced that it has received approval from the Board of Governors of the
Federal Reserve System ("FRB") for the acquisition of Tappan Zee Financial, Inc.
(Nasdaq-TPNZ) ("Tappan Zee") and its wholly owned subsidiary Tarrytowns Bank,
FSB ("Tarrytowns"). In connection with the acquisition, Tappan Zee will be
merged with and into USB, with USB as the surviving corporation and Tarrytowns
will operate as a wholly-owned subsidiary of USB. The shareholders of Tappan Zee
will vote to approve the transaction at a meeting to be held today.
Mr. Thomas E. Hales, President and Chief Executive Officer of both USB and Union
State Bank commented, "We are very pleased to have received FRB regulatory
approval. We are confident that the transaction will provide long-term benefits
for our customers and the communities that Union State Bank and Tarrytowns
serve."
Pending receipt of approval by shareholders of Tappan Zee and the Office of
Thrift Supervision ("OTS"), the closing of the transaction is scheduled to occur
as of the close of business on August 31, 1998. Under the terms of the agreement
and plan of merger, dated as of March 6, 1998 by and between USB and Tappan Zee,
each Tappan Zee shareholder will receive USB common stock that is anticipated to
have a value of approximately $22.00 per share for each Tappan Zee share. The
exchange ratio will be finalized upon receipt of the approval of the OTS. The
transaction will be accounted for as a pooling-of-interests under generally
accepted accounting principles.
