SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) [ X ] OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO _________________. Commission file number: 333-22481 POUGHKEEPSIE FINANCIAL CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 16-1518711 - ------------------------------ --------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 249 Main Mall Poughkeepsie, New York 12601 - --------------------------------------- --------------------------- (Address of principal executive offices) (Zip Code) (914) 431-6200 -------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by checkmark whether Registrant (a) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such report(s) and (b) has been subject to such filing requirements for at least 90 days. YES [ ] NO [X] Number of shares of Common Stock outstanding as of May 8, 1997: None The Registrant was formed by Poughkeepsie Savings Bank, FSB in connection with the proposed reorganization of the Bank as a subsidiary of the Registrant. This Quarterly Report on Form 10-Q is being filed pursuant to Section 15(d) of the Securities Exchange Act of 1934. APPENDIX A POUGHKEEPSIE FINANCIAL CORP. STATEMENT OF FINANCIAL CONDITION (UNAUDITED) March 31, 1997 -------------- ASSETS: Total Assets (Note 1) $0 == LIABILITIES AND STOCKHOLDER'S EQUITY: Stockholder's Equity: Preferred Stock, $0.01 par value, Authorized-2,000,000 shares; Issued and Outstanding - None $0 Common Stock, $0.01 par value, Authorized - 40,000,000 shares; Issued and Outstanding - None 0 Additional Paid in Capital $0 -- Total Stockholder's Equity $0 == Total Liabilities and Stockholder's Equity $0 == POUGHKEEPSIE FINANCIAL CORP. STATEMENT OF INCOME (UNAUDITED) For the period January 1, 1997 to March 31, 1997 Net Income $0 == POUGHKEEPSIE FINANCIAL CORP. STATEMENT OF STOCKHOLDER'S EQUITY (Unaudited) For the period January 1, 1997 to March 31, 1997 Additional Common Stock Paid in Capital Total ------------ --------------- ----- Balance at January 1, 1997 $0 $0 $0 Balance at March 31, 1997 $0 $0 $0 == == == POUGHKEEPSIE FINANCIAL CORP. STATEMENT OF CASH FLOWS (Unaudited) For the period January 1, 1997 to March 31, 1997 Funds were provided by: Financing Activities: Funds provided by financing activities $0 == Funds were used for: Total funds used $0 == POUGHKEEPSIE FINANCIAL CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1 Incorporation and Organization Poughkeepsie Financial Corp. (the "Company") was incorporated on January 16, 1997 by Poughkeepsie Savings Bank, FSB (the "Bank") in connection with a proposed reorganization of the Bank as a subsidiary of the Company. The Company has not conducted any operations since its incorporation. PART I FINANCIAL INFORMATION Item 1: Financial Statements. See Appendix A attached hereto. Item 2: Management's Discussion and Analysis Poughkeepsie Financial Corp. (the "Registrant" or the "Company") was incorporated on January 16, 1997 by Poughkeepsie Savings Bank, FSB (the "Bank") in connection with the proposed reorganization of the Bank as a subsidiary of the Company. The Company was organized by the Bank to accomplish the reorganization pursuant to which the Company would become the Bank's holding company. Upon consummation of the reorganization, the Company will become the owner of all of the issued and outstanding shares of the common stock of the Bank, and the shares of the Company will be exchanged for shares of outstanding shares of common stock of the Bank. The Company has not conducted any operations since its incorporation. PART II OTHER INFORMATION Item 1: Legal Proceedings Not applicable. Items 2 - 6: Not applicable. 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. POUGHKEEPSIE FINANCIAL CORP. Date: May 13, 1997 By: /s/ Joseph B. Tockarshewsky --------------------------- Joseph B. Tockarshewsky, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) By: /s/ Robert J. Hughes --------------------------- Robert J. Hughes Executive Vice President and Chief Financial Officer