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): August 19, 1998
TAPPAN ZEE FINANCIAL , INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other 0-26466 13-3840352 jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) |
75 NORTH BROADWAY, TARRYTOWN, NEW YORK 10591
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (914) 631-0344
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
At a Special Meeting of Shareholders of Tappan Zee, Inc. ("Tappan Zee"), held on August 19, 1998, shareholders of Tappan Zee approved and adopted the Agreement and Plan of Merger between U.S.B. Holding Co., Inc. ("USB") and Tappan Zee, dated as of March 6, 1998 (the "Merger Agreement") which provides, among other things, for (i) the merger of Tappan Zee with and into USB (the "Merger") and (ii) the conversion of each share of common stock of Tappan Zee outstanding immediately prior to the Merger into the right to receive a number of shares of USB common stock, plus cash in lieu of any fractional share interest, determined pursuant to the terms, conditions, limitations and procedures set forth in the Merger Agreement.
In addition, on August 19, 1998, USB received the final regulatory approval, which is necessary to consummate the Merger and determine the exchange ratio, from the Office of Thrift Supervision (the "OTS") for the acquisition of Tappan Zee and its wholly owned subsidiary Tarrytowns Bank, F.S.B. Pursuant to the terms of the Merger Agreement, the exchange ratio is fixed at 1.12 shares of USB common stock for each share of Tappan Zee common stock.
USB publicly announced receipt of the approval of Tappan Zee's shareholders and the OTS and the final exchange ratio in a press release dated August 20, 1998, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. Financial Statements of Businesses Acquired.
Not Applicable
b. Pro forma Financial Information.
Not Applicable
c. Exhibits: The following Exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release issued August 20, 1998. |
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
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.
TAPPAN ZEE FINANCIAL, INC.
By: /s/ Harry G. Murphy
----------------------------
Harry G. Murphy
Vice President and Secretary
Date: August 20, 1998
|
EXHIBIT INDEX
EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release issued August 20, 1998. |
FOR IMMEDIATE RELEASE Contact: Steven T. Sabatini
Senior Executive V.P. &
Chief Financial Officer
U.S.B. Holding Co., Inc.
(914) 365-4615
Harry G. Murphy
Vice President and Secretary
Tappan Zee Financial, Inc.
(914) 631-0344
U.S.B. HOLDING CO., INC. ACQUISITION OF TAPPAN ZEE FINANCIAL, INC.
APPROVED BY SHAREHOLDERS AND OFFICE OF THRIFT SUPERVISION
ORANGEBURG, N.Y. (BUSINESS WIRE) AUGUST 20, 1998 -- U.S.B. Holding Co., Inc. (AMEX-UBH) ("USB"), which is the holding company for Union State Bank, today announced that it has received approval from the Office of Thrift Supervision for the acquisition of Tappan Zee Financial, Inc. (Nasdaq-TPNZ) ("Tappan Zee") and its wholly-owned subsidiary Tarrytowns Bank, FSB ("Tarrytowns"). USB also announced that the acquisition was approved by the shareholders of Tappan Zee at a Special Meeting held yesterday afternoon. In connection with the acquisition, Tappan Zee will be merged with and into USB, with USB as the surviving corporation, and Tarrytowns will operate as a wholly-owned subsidiary of USB.
The closing of the transaction is scheduled to occur on August 31, 1998. Under the terms of the Agreement and Plan of Merger, dated as of March 6, 1998, by and between USB and Tappan Zee, shareholders of Tappan Zee will receive 1.12 shares of USB common stock for each share of Tappan Zee common stock. The transaction will be accounted for as a pooling-of-interests under generally accepted accounting principles.