Form 8-K HUDSON CITY BANCORP INC For: Apr 03

 

 

UNITED STATES

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): April 3, 2015

 

 

HUDSON CITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-26001		22-3640393
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

WEST 80 CENTURY ROAD

PARAMUS, NEW JERSEY 07652

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (201) 967-1900

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.04

Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

Hudson City Bancorp, Inc. (“Hudson City”) previously sent a notice to participants in the Hudson City Savings Bank Profit Incentive Bonus Plan (the “PIB Plan”) and participants in the Employee Stock Ownership Plan of Hudson City Savings Bank (the “ESOP” and together with the PIB Plan, the “Plans”) informing them of a “blackout period” under the Plans (the “Blackout Period”). The purpose of the Blackout Period was to enable the trustee of the PIB Plan and the record keeper of the ESOP to process participants’ elections with respect to shares of common stock of Hudson City held in their respective individual account balances under the Plans in connection with the closing of the merger transaction with M&T Bank Corporation (“M&T’).

As described in Item 8.01, which is incorporated herein by reference, the election process regarding the merger consideration with respect to Hudson City’s merger with a wholly owned subsidiary of M&T has been suspended. As a result, the Blackout Period involving the Plans scheduled to begin on April 21, 2015 and end during the week of May 10, 2015, has been suspended. A rescheduled Blackout Period has not been determined at this time.

The Blackout Period required under Section 306(a)(6) of the Sarbanes-Oxley Act of 2002 and Rule 104 of SEC Regulation BTR has also been suspended.

Written notices of the suspension will be sent out to PIB Plan participants, ESOP participants and directors and executive officers of Hudson City as soon as reasonably practicable.

 

Item 8.01

Other Events

On April 6, 2015, Hudson City issued a press release announcing that it had been advised by M&T, late in the afternoon on April 3, 2015, that the Federal Reserve Board will not act on M&T’s merger application by April 30, 2015 - the date after which either Hudson City or M&T can terminate the merger transaction if the closing has not occurred. As a result, the merger will not close by the previously announced target closing date of May 1, 2015.

As a result of the Federal Reserve’s decision to not act at this time, the election process regarding the merger consideration that is currently underway has been suspended.

A copy of the Company’s press release is attached as Exhibit 99.1 to this report.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit No.		Exhibit
99.1		Press Release dated April 6, 2015

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SIGNATURE

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.

 

Dated: April 6, 2015

Exhibit 99.1

RELEASE 8:00 AM –April 6, 2015

 

CONTACT:		Susan Munhall, Investor Relations
		Hudson City Bancorp, Inc.
		West 80 Century Road, Paramus, New Jersey 07652
TELEPHONE:		(201) 967-8290
E-MAIL:		[email protected]

HUDSON CITY BANCORP, INC. ADVISED OF FURTHER REGULATORY DELAY ON MERGER APPLICATION SUBMITTED BY M&T BANK CORPORATION

MERGER CONSIDERATION ELECTION PROCESS SUSPENDED

Paramus, New Jersey, April 6, 2015 - Hudson City Bancorp, Inc. (NASDAQ: HCBK) (“Hudson City”) announced today that it had been advised by M&T Bank Corporation (“M&T”), late in the afternoon on April 3, 2015, that the Federal Reserve Board will not act on M&T’s merger application before the current termination date of April 30, 2015 provided for in the Agreement and Plan of Merger, as amended, after which either party can terminate the transaction if the closing has not occurred. As a result, the merger will not close by the previously announced target closing date of May 1, 2015.

The Hudson City Board of Directors is considering its response to this development and will attempt to reach a determination as soon as possible.

Denis J. Salamone, Hudson City’s Chairman and CEO stated “We continue to believe the strategic and economic fundamentals of the merger of Hudson City and M&T are attractive to Hudson City’s shareholders, customers and the communities we serve. However, given the unexpected notice of delay over a holiday weekend, the Board of Hudson City needs more time to understand the nature and timing of the delay and its potential impact on the transaction before the Board can determine its course of action.”

As a result of the Federal Reserve’s decision to not act at this time, the election process regarding the merger consideration that is currently underway has been suspended and Hudson City shareholders should not mail their Hudson City stock certificates to the Exchange Agent. Any stock certificates that have already been sent to the Exchange Agent will be promptly returned.

Forward-Looking Statements

This release may contain certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans, strategies and expectations of Hudson City Bancorp, Inc. Such forward-looking statements may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “predict,” “continue,” and “potential” or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Hudson City Bancorp, Inc., and Hudson City Bancorp, Inc.’s strategies, plans, objectives, expectations, and intentions, including the merger, and other statements contained in this release that are not historical facts. Hudson City Bancorp, Inc.’s ability to predict results or the actual effect of future plans or strategies, including the merger and its implementation of the Strategic Plan, is inherently uncertain and actual results and performance could differ materially from those contemplated or implied by these forward-looking statements. They can be affected by inaccurate assumptions Hudson City Bancorp, Inc. might make or by known or unknown risks and uncertainties. Factors that could cause assumptions to

 

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be incorrect include, but are not limited to, changes in interest rates, general economic conditions, legislative, regulatory and public policy changes, further delays in closing the merger and the ability of Hudson City Bancorp, Inc. or M&T to obtain regulatory approvals and meet other closing conditions to the merger. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. For a summary of important factors that could affect Hudson City Bancorp, Inc.’s forward-looking statements, please refer to Hudson City Bancorp, Inc.’s filings with the Securities and Exchange Commission available at www.sec.gov. Hudson City Bancorp, Inc. does not intend to update any of the forward-looking statements after the date of this release or to conform these statements to actual events.

Important Additional Information.

In connection with the merger, M&T filed with the SEC on February 22, 2013 a Registration Statement on Form S-4 that included a Joint Proxy Statement of M&T and Hudson City and a Prospectus of M&T. The S-4 has been declared effective.

Each of M&T and Hudson City may file other relevant documents concerning the proposed transaction. SHAREHOLDERS OF M&T AND HUDSON CITY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about M&T and Hudson City, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from M&T at www.mtb.com under the tab “About Us” and then under the heading “Investor Relations” or from Hudson City by accessing Hudson City’s website at www.hcsbonline.com under the heading “Investor Relations.” Copies of the Joint Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Investor Relations, One M&T Plaza, Buffalo, New York 14203, (716) 842-5445.

 

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