-----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, JQyshc+bOz/hHXC1WeHeEAnVk5WWb6cL35yzdLyPfpr6qtK5XGUN30HNDFnf5tPM vXIuZi8BsbiygWlH9vJdMw== 0000950123-06-000039.txt : 20060104 0000950123-06-000039.hdr.sgml : 20060104 20060104090852 ACCESSION NUMBER: 0000950123-06-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON VALLEY HOLDING CORP CENTRAL INDEX KEY: 0000722256 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 133148745 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30525 FILM NUMBER: 06504491 BUSINESS ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 BUSINESS PHONE: 9149616100 MAIL ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 8-K 1 y16239e8vk.txt FORM 8-K 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 Date of Report (Date of earliest event reported) January 1, 2006 --------------- Hudson Valley Holding Corp. -------------------------------------------------- (Exact Name of Registrant as specified in charter) New York 030525 13-3148745 - ------------------------- ------------ ------------------- (State or other jurisdic- (Commission (IRS Employer tion of incorporation) File Number) Identification No.) 21 Scarsdale Road, Yonkers New York 10707 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (914) 961-6100 ---------------- Not applicable - -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a.-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS On January 5, 2006, the registrant issued a press release announcing the acquisition of New York National Bank. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should" or "will" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or the banking industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description - ----------- ----------- 99.1 Press release dated January 3, 2006 issued by Hudson Valley Holding Corp.
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. HUDSON VALLEY HOLDING CORP. By: /s/ JAMES J. LANDY ---------------------------------- President, and Chief Executive Officer January 4, 2006 EX-99.1 2 y16239exv99w1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE - --------------------- Hudson Valley Holding Corp. CONTACT: 21 Scarsdale Road ------- Yonkers, NY 10707 James J. Landy President & CEO (914) 771-3230 HUDSON VALLEY HOLDING CORP. ACQUIRES NEW YORK NATIONAL BANK YONKERS, NY, January 3, 2006. Hudson Valley Holding Corp. (HUVL) completed its previously announced acquisition of New York National Bank effective on January 1, 2006. New York National Bank was converted to a New York State chartered bank and renamed "NYNB Bank". NYNB Bank will operate independently as a wholly-owned subsidiary of Hudson Valley Holding Corp. New York National Bank, a commercial bank with approximately $130 million in assets, was founded in 1982 to operate as a community focused bank providing deposit and lending services to residents, businesses and community organizations in the South Bronx. It has expanded its market to several areas of the Bronx and upper Manhattan, serviced through five branch locations. Hudson Valley Holding Corp. paid approximately $12.5 million or $18.50 per common share and approximately $900,000 or $5.00 per preferred share for New York National Bank. William E. Griffin, Chairman of Hudson Valley Holding Corp., stated that this acquisition reinforces Hudson Valley's overall strategic plan of growth and expansion and that it significantly increases the Company's reach to the south providing access to vibrant new markets for its products and services. Mr. Griffin stated further that James J. Landy, President and CEO of Hudson Valley Holding Corp. has been appointed President and CEO of NYNB Bank. Mr. Landy added, "We have worked hard to consummate this transaction and believe that there will be a smooth transition." Hudson Valley Holding Corp. (HUVL), headquartered in Yonkers, NY, is the parent company of two independently owned local banks, Hudson Valley Bank (HVB) and NYNB Bank (NYNB). Hudson Valley Bank is a Westchester based bank with $2 billion in assets, serving the metropolitan area with 21 branches located in the Bronx, Manhattan, Queens and Westchester. HVB specializes in providing a full range of financial services to small businesses, professional services firms, not-for-profit organizations and individuals; and provides investment management services through a subsidiary, A. R. Schmeidler & Co., Inc. NYNB Bank is a Bronx based bank with $130 million in assets serving the local communities of the South Bronx, Northern Manhattan and Roosevelt Island with five branches. NYNB provides a full range of financial services to individuals, small businesses and not-for-profit organizations in its local markets. Hudson Valley Holding Corp.'s stock is traded under the ticker symbol "HUVL" on the OTC Bulletin Board. Additional information on Hudson Valley Bank and NYNB Bank can be obtained on their respective web-sites at www.hudsonvalleybank.com and www.nynb.com. ------------------------ ------------ ### ******************************************************************************** This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements refer to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "expects," "intends," "may," "plans," "potential," "predicts," "should" or "will" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or the banking industry's actual results, level of activity, performance or achievements to be materially different from any future results, level of activity performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, material adverse changes in Hudson Valley Bank's operations or earnings, or a decline in the economy in the New York Metropolitan area. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. ### -----END PRIVACY-ENHANCED MESSAGE-----