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): January 13, 2003
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PATHFINDER BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Federal 0-23601 16-1540137
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
214 West First Street, Oswego, New York 13126
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(Address of Principal Executive Offices) (Zip
Code)
Registrant's telephone number, including area code: (315) 343-0057
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Not Applicable
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(Former name or former address, if changed since last report)
ITEMS 1, 2, 3, 4, 6, 8 AND 9: Not Applicable.
ITEM 5. OTHER EVENTS
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On January 13, 2003, the Registrant entered into an agreement to repurchase
160,114 shares of its common stock from Jewelcor Management, Inc. ("JMI") at a
price of $14.60 per share for a total purchase price of $2.3 million. JMI and
certain of its affiliates, agreed in connection with the purchase of common
stock to terminate a lawsuit against the Registrant, Jewelcor Management, Inc.
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v. Pathfinder Bancorp, Inc., et al, and to withdraw a stockholder proposal for
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the upcoming Annual Meeting of Stockholders. In addition, JMI and its
affiliates agreed for a period of five years to abstain from certain actions
relating to the Registrant and its common stock. A press release describing the
purchase and related agreements is filed as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
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.
PATHFINDER BANCORP, INC.
DATE: January 14, 2003 By:
Thomas W. Schneider
President and Chief Executive Officer
(Duly authorized representative)
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated January 13, 2003.
NEWS RELEASE
CONTACT: Thomas W. Schneider
President & CEO
214 West First Street
Oswego, NY 13126
315-343-0057
January 13, 2003
PATHFINDER BANCORP, INC. REPORTS PRIVATELY NEGOTIATED STOCK REPURCHASE
OSWEGO, NEW YORK - Pathfinder Bancorp, Inc. (the "Company") (NASDAQ: PBHC)
reported the purchase of 160,114 shares of common stock at a price of $2.3
million, or $14.60 per share from Jewelcor Management, Inc. ("JMI"), which is
owned by Mr. Seymour Holtzman. The repurchase represents approximately 6.1% of
the Company's outstanding common stock as of December 31, 2002.
"The repurchase of these shares is expected to be accretive to the
Company's earnings per share and return on equity and will help us accomplish
capital management objectives." according to Thomas W. Schneider, President and
CEO. "Consequently, we believe that the repurchase of the common stock is a
good long term investment for the Company and is in the best interests of the
Company and its shareholders", Schneider stated.
At the close of trading on January 10, 2003, the trading date prior to entering
the agreement, the bid for the Company's common stock was $14.55 and the ask was
$14.95. The Company announced a share repurchase program on December 19, 2002
to acquire up to 102,000 shares. The privately negotiated transaction with JMI
is not part of the share repurchase program.
As part of the repurchase agreement, Mr. Holtzman and JMI, as well as those
persons and
entities who signed the Schedule 13D with Mr. Holtzman with respect to the
Company's common stock, have agreed in writing, that neither they nor their
affiliates, will purchase shares of the Company's common stock for a period of
five years. JMI has also agreed to stipulate to the discontinuance with
prejudice of the lawsuit entitled Jewelcor Management, Inc. v. Pathfinder
Bancorp, Inc., and to withdraw a shareholder proposal previously by JMI.
Mr. Schneider added, "While the Company fully expected to prevail on the
merits in its litigation with JMI, by having JMI agree to terminate the lawsuit
and withdraw its shareholder proposal, management of the Company will be able to
devote all its energies to the successful implementation of the Company's
business plan."
Pathfinder Bancorp, Inc. is the mid-tier holding company of Pathfinder
Bank, a New York State chartered savings bank headquartered in Oswego, New York
with six branch locations in Oswego, Fulton, Mexico and Lacona.