SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): MAY 1, 1997 POUGHKEEPSIE FINANCIAL CORP. (Exact name of registrant as specified in its Charter) DELAWARE 333-22481 16-1518711 (State or other jurisdiction (Commission File Number) (I.R.S.Employer of incorporation) Identification No.) 249 MAIN MALL POUGHKEEPSIE, NEW YORK 12601 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 431-6200 NOT APPLICABLE (Former name or former address, if changed since last report) Exhibit Index appears on Page 4. Item 5. OTHER EVENTS On May 1, 1997, Poughkeepsie Savings Bank, FSB, Poughkeepsie, New York (the "Bank") issued a press release announcing the results of its 1997 Annual Meeting of Stockholders held on April 30, 1997. Stockholders re- elected Noel deCordova, Jr., Burton Gold and Henry C. Meagher as directors; ratified the appointment of Deloitte and Touche LLP as the Bank's independent certified public accountants for 1997; and approved the formation of a holding company to be called Poughkeepsie Financial Corp. and to effect a reorganization wherein the Bank would become a wholly-owned subsidiary of the holding company. A copy of the press release is attached hereto as an exhibit and is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Not applicable. (b) PRO FORMA FINANCIAL INFORMATION Not applicable. (c) EXHIBITS The following exhibit is filed with this report. NO. DESCRIPTION 20 Press Release dated May 1, 1997 Page 2 of 6 Pages 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 8, 1997 By: /s/ Joseph B. Tockarshewsky --------------------------- Joseph B. Tockarshewsky Chairman of the Board, President and Chief Executive Officer Page 3 of 6 Pages EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 20 Press Release dated May 1, 1997 Page 4 of 6 Pages