-----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, GqBRUtxkmKe5qp7sW9PsQ6/5ytm6j0y93mu945Ny9rctyiTkZ8AU8GxQrBFjbpa2 KI2nZoBjiYIEC7VXKilQBQ== 0000950123-06-014662.txt : 20061129 0000950123-06-014662.hdr.sgml : 20061129 20061129163533 ACCESSION NUMBER: 0000950123-06-014662 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061128 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: 20061129 DATE AS OF CHANGE: 20061129 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: 061245776 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 y27612e8vk.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) November 28, 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 5.02 ELECTION OF DIRECTOR On November 29, 2006, the registrant issued a press release announcing the appointment of Bruno J. Gioffre to its board of directors. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K. ITEM 8.01 OTHER EVENTS On November 28, 2006, the registrant issued a press release announcing a 10% stock dividend and a stock repurchase program. 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 November 28, 2006 issued by Hudson Valley Holding Corp. 99.2 Press release dated November 29, 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 November 29, 2006 EX-99.1 2 y27612exv99w1.txt EX-99.1: PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE HUDSON VALLEY HOLDING CORP. CONTACT: WENDY CROKER 21 SCARSDALE ROAD VP, SHAREHOLDER RELATIONS YONKERS, NY 10707 (914) 771-3214 HUDSON VALLEY HOLDING CORP. ANNOUNCES STOCK DIVIDEND AND STOCK REPURCHASE PROGRAM Yonkers, N.Y., November 28, 2006 - William E. Griffin, Chairman of the Board of Hudson Valley Holding Corp. announced that the Board of Directors have approved a 10% Stock Dividend for all Shareholders of Record as of the close of business December 8, 2006. Dividend Stock Certificates will be distributed to Shareholders on December 15, 2006. At the same time, Mr. Griffin announced the approval by the Board of Directors of a program, effective December 11, 2006, to repurchase up to 100,000 of its shares at a price of $42.75 per share, or a price of $49.25 per share for a transaction of at least 2,500 shares. This offer expires February 27, 2007. 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 $140 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 y27612exv99w2.txt EX-99.2: 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 BRUNO J. GIOFFRE AS DIRECTOR Yonkers, N.Y., November 29, 2006 - William E. Griffin, Chairman of the board of Hudson Valley Holding Corp., announced that effective November 28, 2006, Bruno J. Gioffre was appointed to the Board of Directors of Hudson Valley Holding Corp. and Hudson Valley Bank. "Bruno's extensive legal and banking experience and his knowledge of and service to the local community, make him an ideal candidate for our Board," Mr. Griffin said. "We are proud to have him join us as a Director." A lifelong resident of the Town of Rye, which includes Rye Brook and Port Chester, Mr. Gioffre is a well-known real estate development, finance and zoning attorney, former Justice of the town of Rye and former Chairman of the Board of Sound federal Savings bank. He was elected Rye Town Justice in 1996 and was reelected for eight additional successive four-year terms until his retirement in 1999. He started his career in law as a partner with his father, Anthony Gioffre, former Mayor of Port Chester and member of the New York State Assembly and New York State Senate, forming the firm of Gioffre & Gioffre. Bruno now serves as Counsel to the firm, where his daughter, Lisa Gioffre Baird is the senior member. As an attorney, he has represented clients in projects ranging from residential, townhouse, and apartment developments to office buildings and nursing home construction. Mr. Gioffre was named to membership on the Board of Sound Federal in 1975, general counsel to the Bank in 1988 and elected Chairman in 1997. As Chairman, he presided over the conversion of the bank to a publicly held banking corporation listed on the NASDAQ exchange and the growth of the bank from approximately $145 million to over $1 billion in assets. He remained Chairman until the Bank was acquired by Hudson City Savings Bank in July 2006. Long active in the local community, Mr. Gioffre has served as counsel to many religious, philanthropic and charitable organizations. He is a former Trustee of the Port Chester Public Library, past Vice Chairman of the New York United Hospital Medical Center and presently a member of the Board of Trustees of Greenwich (CT) Hospital. "We look forward to working with Bruno to grow Hudson Valley Bank, while maintaining our commitment to local banking," Mr. Griffin said. 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 $140 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-----