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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
October 23, 1997
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(Date of earliest event reported)
Poughkeepsie Financial Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-22599 16-1518711
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
249 Main Street, Poughkeepsie, New York 12601
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(Address of principal executive offices) (Zip Code)
(914) 431-6200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 5. OTHER EVENTS
On October 22, 1997, HUBCO, Inc. ("HUBCO"), a New Jersey corporation and
registered bank holding company, Poughkeepsie Financial Corp. ("PFC"), a
Delaware corporation and registered savings and loan holding company, and Bank
of the Hudson ("BTH"), a Federal savings bank wholly owned by PFC, entered into
an Agreement and Plan of Merger (the "Agreement") which sets forth the terms and
conditions under which PFC will merge with and into HUBCO (the "Merger").
The Agreement provides that upon consummation of the Merger, and subject
to certain further terms, conditions, limitations and procedures set forth in
the Agreement, each issued and outstanding share of common stock, $.01 par
value, of PFC ("PFC Common Stock") shall, by virtue of the Merger, and without
any action on the part of the holder thereof, be converted into and represent
the right to receive, .30 shares of common stock, no par value, of HUBCO ("HUBCO
Common Stock"), as long as the median closing price for HUBCO Common Stock
during a pre-closing period is at or above $33.33. Based upon HUBCO's October
22, 1997 closing price of $35.375 for HUBCO Common Stock, .30 shares of HUBCO
Common Stock would have a value of $10.61. This $10.61 value equates to $136
million, or 184% of PFC's book value, and 30 times PFC's annualized six months'
earnings, and represents a deposit premium of 10.25%. If the median HUBCO price
during the pre-closing period is below $33.33 but above $31.25, each share of
PFC Common Stock would be exchanged for shares of HUBCO Common Stock with value
of $10.00. If HUBCO's median pre-closing price is $31.25 or below, a maximum
exchange ratio of .32 would apply. In addition, the agreement provides that PFC
will be able to increase its quarterly cash dividends to an amount substantially
equivalent to HUBCO's cash dividend as adjusted for the exchange ratio. The
Merger Agreement contains customary anti-dilution measures; however, no
anti-dilution adjustments will be made with respect to HUBCO's 3% stock dividend
to be paid on December 1, 1997 to shareholders of record on November 13, 1997.
Concurrently with the execution and delivery of the Agreement, (i) PFC
entered into a Stock Option Agreement with HUBCO (the "Stock Option Agreement")
whereby PFC granted to HUBCO an option to purchase 2,000,000 shares of
authorized and unissued PFC Common Stock, at a price of $7.875 per share, which
is exercisable only upon the occurrence of certain events. The Stock Option
Agreement provides the grantee with the right to require the issuer to register
the Common Stock acquired by or issuable upon exercise of the option under the
Securities Act of 1933, as amended.
The transaction, which is expected to close in the first quarter of
1998, is expected to be treated as a tax free exchange to holders of PFC Common
Stock and be accounted for as a pooling of interests. Consummation of the Merger
is subject to the approval of the PFC shareholders and the receipt of all
required regulatory approvals, as well as other customary conditions.
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The Agreement, the Stock Option Agreement and the press release issued
by PFC on October 23, 1997 regarding the Merger are attached as exhibits to this
report and are incorporated herein by reference. The foregoing summaries of the
Agreement and the Stock Option Agreement do not purport to be complete and are
qualified in their entirety by reference to such agreements.
In addition, on October 29, 1997, PFC issued a press release reporting
1997 third quarter earnings and the declaration of an adjusted quarterly cash
dividend. The press release is attached as an exhibit to this report and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
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2 Agreement and Plan of Merger, dated as of October 22,
1997, among HUBCO, PFC and BTH
10 Stock Option Agreement, dated as of October 22, 1997,
between HUBCO (as grantee) and PFC (as issuer)
20.1 Press Release issued on October 23, 1997 with respect
to the Agreement
20.2 Press Release issued on October 29, 1997 with respect
to 1997 third quarter results and an adjusted dividend
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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.
POUGHKEEPSIE FINANCIAL CORP.
Date: November 6, 1997 By: /s/ Joseph B. Tockarshewsky
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Joseph B. Tockarshewsky
Chairman, President and Chief Executive
Officer
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