-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IbtvHLGEnHXAlMtxgT8H47mw7+5tMP7lBz7hYFJnfqeoYcFmI8epP3WNkT1L7y1r wtSEMLZp567e8NaFs2nbzA== 0000943374-99-000009.txt : 19990108 0000943374-99-000009.hdr.sgml : 19990108 ACCESSION NUMBER: 0000943374-99-000009 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981224 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATHFINDER BANCORP INC CENTRAL INDEX KEY: 0001046188 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 161540137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23601 FILM NUMBER: 99502246 BUSINESS ADDRESS: STREET 1: 214 W FIRST ST CITY: OSWEGO STATE: DE ZIP: 13126 BUSINESS PHONE: 3153430057 MAIL ADDRESS: STREET 1: 214 W FIRST ST CITY: OSWEGO STATE: DE ZIP: 13126 8-K/A 1 FORM 8-K/A FOR PATHFINDER BANCORP, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 1998 Pathfinder Bancorp, Inc. --------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-23601 16-1540137 - ---------------------------- --------------------- ------------------- (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) Registrant's telephone number, including area code: (315) 343-0057 -------------- Not Applicable ----------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets ------------------------------------ On September 5, 1997, Oswego City Savings Bank ("City Savings") and its parent mutual holding company, Pathfinder Bancorp, M.H.C. (the "MHC") entered into an Agreement and Plan of Merger (the "Agreement") Between Oswego City Savings Bank and Oswego County Savings Bank ("County Savings") which provided for the merger (the "Merger") of County Savings with and into City Savings. On December 30, 1997, City Savings completed its reorganization into the "two-tier" mutual holding company structure, whereby City Savings became the wholly-owned subsidiary of Pathfinder Bancorp, Inc. (the "Registrant"). On January 13, 1998, City Savings and County Savings entered into Amendment No. 1 to the Agreement, extending to date upon which either City Savings or County Savings could terminate the Agreement if the merger had not yet been consummated from August 31, 1998 to December 31, 1998. The Amendment to the Agreement has been effected to extend the date by which the Merger may be consummated to December 31, 1999. Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits ------------------------------------------------------------------- The financial statements and pro forma information required to be filed by this Item were previously filed. The Index of Exhibits immediately precedes the attached exhibits. 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. PATHFINDER BANCORP, INC. DATE: January 6, 1998 By: /s/ Thomas W. Schneider ----------------------------------- Thomas W. Schneider Executive Vice President and Chief Financial Officer EXHIBIT INDEX The following Exhibits are filed as part of this report: Exhibit 2a Amendment No. 4 To Agreement and Plan of Merger Between Oswego City Savings Bank and Oswego County Savings Bank, Dated December 24, 1998 Amendment No. 4 To Agreement and Plan of Merger Between Oswego City Savings Bank and Oswego County Savings Bank RECITALS 1. On September 5, 1997, Oswego City Savings Bank ("City Savings"), Pathfinder Bancorp, MHC (the "Mutual Holding Company") and Oswego County Savings Bank ("County Savings"), entered into an Agreement and Plan of Merger Between City Savings and County Savings, which Agreement and Plan of Merger was amended on January 13, 1998, April 30, 1998 and August 24, 1998 (as amended, the "Agreement and Plan of Merger"). 2. Section 11.1(f) of the Agreement and Plan of Merger provides that the Agreement and Plan of Merger may be terminated by either City Savings or County Savings in the event the merger is not completed by December 31, 1998; and 3. The parties desire to extend the time period within which the Merger may be completed. In consideration of the premises and mutual covenants, representations, warranties and agreements contained in the Agreement and Plan of Merger, and in order to set forth the conditions upon which the Merger will be carried out, the parties, intending to be legally bound, hereby agree as follows: Section 11.1(f) to the Agreement and Plan of Merger is hereby amended to read as follows: (f) By the Board of Directors of City Savings or the Board of Trustees of OCSB if the Merger has not been consummated on or before March 31, 1999. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be duly executed this 24 day of December 1998. ATTEST: OSWEGO CITY SAVINGS BANK By: /s/ Joyce DeMaio By: /s/ Chris C. Gagas ---------------- -------------------------- Chris C. Gagas, President ATTEST: PATHFINDER BANCORP, M.H.C. By: /s/ Joyce DeMaio By: /s/ Chris C. Gagas ---------------- -------------------------- Chris C. Gagas, President ATTEST: PATHFINDER BANCORP, INC. By: /s/ Joyce DeMaio By: /s/ Chris C. Gagas ---------------- -------------------------- Chris C. Gagas, President ATTEST: OSWEGO COUNTY SAVINGS BANK By: /s/ Joyce DeMaio By: /s/ Gregory J. Kreis ---------------- --------------------------- Gregory J. Kreis, President -----END PRIVACY-ENHANCED MESSAGE-----