Usb Holding CO Inc - Current report filing (8-K)
26 Oktober 2007 - 5:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
October
22, 2007
U.S.B.
HOLDING CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
1-12811
|
36-3197969
|
(State
or other
|
(Commission
|
(IRS
Employer
|
jurisdiction
of incorporation)
|
File
Number)
|
Identification
No.)
|
100
Dutch Hill Road, Orangeburg, New York
|
10962
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code
(845)
365-4600
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 (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
x
|
Soliciting
material pursuant to Rule 14a.-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01
Entry
into a Material Definitive Agreement.
Amended
and Restated Merger Agreement
On
October 22, 2007, U.S.B. Holding Co., Inc. (NYSE: UBH) and KeyCorp (NYSE: KEY)
executed the Amended and Restated Agreement and Plan of Merger, dated as of
October 22, 2007, by and among KeyCorp (“Acquiror”), KYCA LLC (“Acquiror Sub”)
and U.S.B. Holding Co., Inc.
The
Amended and Restated Agreement and Plan of Merger, dated as of October 22,
2007,
reflects a change in corporate form of the Acquiror Sub from a Delaware
corporation to a Delaware limited liability company.
Item
2.02
Results
of Operations and Financial Condition.
On
October 24, 2007, the registrant issued a press release reporting on its
financial results for the three and nine months ended September 30, 2007. A
copy
of the press release is attached as an exhibit to this Current Report on Form
8-K.
Item
9.01
Financial
Statements and Exhibits
Exhibit
No.
|
|
Description
|
|
|
|
|
|
Press
release, dated October 24, 2007, reporting on financial results for
the
three and nine months ended September 30, 2007.
|
|
|
|
99.2
|
|
Amended
and Restated Agreement and Plan of Merger, dated as of October 22,
2007,
by and among KeyCorp (“Acquiror”), KYCA LLC (“Acquiror Sub”) and U.S.B.
Holding Co., Inc.
|
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.
|
|
|
|
U.S.B.
HOLDING
CO., INC.
|
|
|
|
Date:
October
26, 2007
|
By:
|
/s/ Raymond
J. Crotty
|
|
Name:
Raymond J. Crotty
|
|
Title:
President and C.O.O.
|
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