-----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, BMhpL/DCpm/5WzNuL9I3lN0h08nbTskZrPdS2HkPrJsjIi1SEplY6otP/GchoMpO 8LjtPJ2ZG43CINaDPSnbaQ== 0000950123-06-009462.txt : 20060726 0000950123-06-009462.hdr.sgml : 20060726 20060726163808 ACCESSION NUMBER: 0000950123-06-009462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060726 DATE AS OF CHANGE: 20060726 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: 06982006 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 y23547e8vk.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) July 25, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 25, 2006, the registrant issued a press release reporting its financial results for the six months ended June 30, 2006. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Michael P. Maloney was appointed to the Board of Directors of Hudson Valley Holding Corp. and Hudson Valley Bank effective July 25, 2006. Mr. Maloney, a former practicing attorney, has been with Hudson Valley Bank in varying positions of increasing responsibility for more than 13 years. In October 2005, he was named Executive Vice President and Chief Banking Officer, a position he will retain. For the previous five years, Mr. Maloney had been the Executive Vice President responsible for the Bank's Business & Professional Banking Division. ITEM 8.01 OTHER EVENTS On July 25, 2006, the registrant issued a press release announcing a cash dividend. A copy of the press release is attached hereto as Exhibit 99.1 to the 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 July 25, 2006 issued by Hudson Valley Holding Corp. 99.2 Press release dated July 26, 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/ Stephen R. Brown ------------------------------------- Senior Executive Vice President, Chief Financial Officer and Treasurer July 26, 2006 EX-99.1 2 y23547exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Hudson Valley Holding Corp. CONTACT 21 Scarsdale Road Stephen R. Brown Yonkers, NY 10707 EVP, CFO and Treasurer (914) 771-3212 (Earnings) Wendy Croker VP, Shareholder Relations (914) 771-3214 (Dividend) HUDSON VALLEY HOLDING CORP. REPORTS RECORD SIX MONTH EARNINGS AND ANNOUNCES CASH DIVIDEND YONKERS, NY, July 25, 2006 ...James J. Landy, President and Chief Executive Officer, Hudson Valley Holding Corp., announces earnings for the first six months of 2006. Earnings for the six month period were $16.4 million, compared to $ 15.2 million for the same period in 2005, an increase of 8.0%. Diluted earnings per share were $1.96 compared to $1.84 for the same period last year. Mr. Landy emphasized that this significant growth in earnings was the result of strong loan demand, continued deposit growth and an increase in investment management services. In addition, Mr. Landy announced that, as of June 30, 2006, assets totaled $2.2 billion, deposits totaled $1.5 billion, and net loans totaled $1.1 billion. Further, William E. Griffin, Chairman of the Board, noting the continued excellent performance of the Company, announced that the Board of Directors has declared a cash dividend of $0.49 per share payable to all shareholders of record as of the close of business August 4, 2006. The dividend will be distributed to shareholders on or about August 11, 2006. 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 more than $2 billion in assets, serving the metropolitan area with 21 branches located in Westchester, the Bronx, Manhattan and Queens. HVB specializes in providing a full range of financial services to 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 approximately $130 million in assets serving the local communities of the South Bronx, Upper 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," "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, 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 the Company'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. EX-99.2 3 y23547exv99w2.txt PRESS RELEASE EXHIBIT 99.2 FOR IMMEDIATE RELEASE HUDSON VALLEY HOLDING CORP. CONTACT: JAMES J. LANDY 21 SCARSDALE ROAD PRESIDENT & CEO YONKERS, NY 10707 (914) 771-3230 HUDSON VALLEY HOLDING CORP. APPOINTS MICHAEL P. MALONEY AS DIRECTOR Yonkers, N.Y., July 26, 2006 - William E. Griffin, Chairman of the Board of Hudson Valley Holding Corp., announced that effective July 25, 2006, Michael P. Maloney was appointed to the Board of Directors of Hudson Valley Holding Corp. and Hudson Valley Bank. "We are pleased to have an individual with Mike's dedication, knowledge and banking expertise join us," Mr. Griffin said. "He will be an effective complement to our Board." Mike, a former practicing attorney, has been with Hudson Valley Bank in varying positions of increasing responsibility for more than 13 years. In October 2005, he was named Executive Vice President and Chief Banking Officer, a position he will retain. For the previous five years, Mike had been the Executive Vice President responsible for the Bank's Business & Professional Banking Division. He continues to oversee this Group, in addition to overseeing the Bank's overall marketing and distribution functions. Since starting at the Bank in 1993, Mike has also served as a Vice President and Relationship Manager; Vice President and Senior Credit Analyst; and Senior Vice President and Regional Manager in the Bronx. He previously worked as an attorney with Gainsburg & Hirsch, LLP in New York City. Mike is a graduate of Brooklyn Law School and earned a Bachelor of Science Degree in Finance and Economics from Manhattan College. He is active in many community organizations. He is currently a Director and Chairman of the Finance Committee for St. Patrick's Home for the Aged and Infirm in the Bronx; and a member of the Loan Committee of the Bronx Initiative Corporation. He is a former Director of the Richmond Children's Center and St. Cabrini Nursing Home. He resides in Baldwin Place, NY, with his wife and three children. 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 more than $2 billion in assets, serving the metropolitan area with 21 branches located in Westchester, the Bronx, Manhattan and Queens. HVB specializes in providing a full range of financial services to 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 approximately $130 million in assets serving the local communities of the South Bronx, Upper 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," "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, 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 the Company'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-----