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HCBK > SEC Filings for HCBK > Form 8-K on 17-Dec-2013All Recent SEC Filings

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Form 8-K for HUDSON CITY BANCORP INC


17-Dec-2013

Entry into a Material Definitive Agreement, Other Events, Financial State


Item 1.01 Entry into a Material Definitive Agreement.

On December 17, 2013, M&T Bank Corporation ("M&T") and Hudson City Bancorp, Inc. ("Hudson City") announced that they have entered into Amendment No. 2 ("Amendment No. 2") to the Agreement and Plan of Merger, dated as of August 27, 2012 and amended by Amendment No. 1, dated as of April 13, 2013 (as amended, the "Merger Agreement"), by and among M&T, Hudson City and Wilmington Trust Corporation ("WTC"). Amendment No. 2 is attached as Exhibit 2.1 to this Report. The Merger Agreement was included as Appendix A to the Joint Proxy Statement/Prospectus of M&T and Hudson City, dated February 22, 2013. Amendment No. 1 to the Merger Agreement was filed with the Securities and Exchange Commission as Exhibit 2.1 to Hudson City's Current Report on Form 8-K on April 15, 2013.

Amendment No. 2 extends the date after which either party may terminate the Merger Agreement if the merger of Hudson City with and into WTC (the "Merger") has not yet been completed from January 31, 2014 to December 31, 2014, and provides that Hudson City may terminate the Merger Agreement at any time if it reasonably determines that M&T will not be able to complete the actions necessary to obtain regulatory approval of the Merger prior to December 31, 2014. Amendment No. 2 clarifies that a "burdensome condition" (i.e., a condition to regulatory approval of the merger that would be a basis for M&T not to complete the Merger) will exclude any action or effect to the extent arising or resulting from or related to matters, circumstances or issues in existence on or before December 16, 2013, or otherwise arising or resulting from or required by the Written Agreement, dated as of June 17, 2013, by and among M&T, Manufacturers and Traders Trust Company and the Federal Reserve Bank of New York and the matters and circumstances reflected therein. Amendment No. 2 also permits Hudson City to take certain interim actions, including with respect to Hudson City's conduct of business, implementation of its strategic plan, retention incentives and certain other matters with respect to Hudson City personnel, prior to the completion of the Merger.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2. Except as explicitly provided in Amendment No. 2, the Merger Agreement remains in full force and effect as amended on April 13, 2013.



Item 8.01 Other Events.

On December 17, 2013, Hudson City issued a press release in connection with Amendment No. 2. The press release is attached as Exhibit 99.2 to this Report and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

 2.1         Amendment No. 2 to the Agreement and Plan of Merger, dated as of
             August 27, 2012, by and among M&T Bank Corporation, Hudson City
             Bancorp Inc. and Wilmington Trust Corporation

99.1         Press Release issued on December 17, 2013


CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Report contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving M&T's and Hudson City's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and neither M&T nor Hudson City assumes any duty to update forward-looking statements. In addition to factors previously disclosed in M&T's and Hudson City's reports filed with the SEC and those identified elsewhere in this Report, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger on the expected terms and schedule, particularly in view of the Federal Reserve issues that have caused further delay in obtaining a regulatory determination; the additional delay in closing the Merger; difficulties and delays in integrating the M&T and Hudson City businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of M&T products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives, including in connection with Hudson City's strategic plan; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

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 includes a Joint Proxy Statement of M&T and Hudson City and a Prospectus of M&T (together with the Joint Proxy Statement, as amended, the "Joint Proxy Statement/Prospectus"), as well as other relevant documents concerning the proposed transaction. The S-4 has been declared effective and the Joint Proxy Statement/Prospectus was mailed to shareholders of M&T and Hudson City on or about February 27, 2013 in connection with their respective shareholder meetings relating to the Merger. 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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