s1229102sc13da1.htm

NAME OF REPORTING PERSON

BMW Machinery Co., Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o
(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

N/A

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

0001214659-11-000030.txt : 20110104 0001214659-11-000030.hdr.sgml : 20110104 20110104172524 ACCESSION NUMBER: 0001214659-11-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110104 DATE AS OF CHANGE: 20110104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BMW MACHINERY INC CENTRAL INDEX KEY: 0001119673 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 700 NEPPERHAN AVE. CITY: YONKERS STATE: NY ZIP: 10703 BUSINESS PHONE: 9149664611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON VALLEY HOLDING CORP CENTRAL INDEX KEY: 0000722256 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 133148745 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59317 FILM NUMBER: 11507375 BUSINESS ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 BUSINESS PHONE: 9149616100 MAIL ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 SC 13D/A 1 s1229102sc13da1.htm AMENDMENT NO. 1 s1229102sc13da1.htm

	OMB APPROVAL
	OMB Number: 3235-0145

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D /A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Hudson Valley Holding Corp.

(Name of Issuer)

Common Stock, Par Value $.20 Per Share

(Title of Class of Securities)

444172100

(CUSIP Number)

Gregory F. Holcombe & Marie A. Holcombe

35 East Grassy Sprain Road, Suite 400, Yonkers, NY 10710

(914) 961-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 18, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-l(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 5

SCHEDULE 13D

CUSIP No. 444172100

Page 2 of 5

Item 1. Security and Issuer.

The class of equity securities to which this Amendment No. 1 to Statement on Schedule 13D (“Amendment No. 1”) relates is common stock, par value $.20 per share (the “Common Stock”), of Hudson Valley Holding Corp., a New York corporation (the “Issuer”). This Amendment No. 1 amends the Schedule 13D filed on July 18, 2000. The principal executive offices of the Issuer are located at 21 Scarsdale Road, Yonkers, New York 10707.

Item 2. Identity and Background.

(a) This Amendment No. 1 is being filed by BMW Machinery Co., Inc. (the “Reporting Person”).

(b) The business address of the Reporting Person is 35 East Grassy Sprain Road, Suite 400, Yonkers, NY 10710.

(d) - (e) Not applicable.

(f) The Reporting Person is incorporated in New York.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

Not applicable.

Item 5. Interest in Securities of the Issuer.

(a) – (b) The Reporting Person has sole voting and dispositive power with respect to 665,876 shares of Common Stock, representing 3.8% of the outstanding shares of Common Stock of the Issuer.

(d) Not applicable.

(e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on October 14, 2007, when 514,339 shares of Common Stock held by the Reporting Person were contributed to a newly formed entity, Nexgen Holdings, LLC, a New York limited liability company (“Nexgen”), co-managed by Marie A. Holcombe (spouse of Gregory F. Holcombe, a member of the Board of Directors of the Issuer) and James J. Veneruso, an attorney and the managing partner of Veneruso, Curto, Schwartz & Curto, LLP. On August 27, 2009, upon the dissolution of Nexgen, 565,775 shares of Common Stock were distributed to the Reporting Person as part of a pro rata distribution of the holdings of Nexgen, at which point in time the Reporting Person became the beneficial owner of 5.4% of the outstanding Common Stock of the Issuer. On November 18, 2009, as a result of the completion of the public offering of 3,993,395 shares of Common Stock, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer. In addition, 30,000 shares of Common Stock held by the Reporting Person were recently sold on the open market as follows:

Page 3 of 5

Date	No. of Shares Sold	Weighted Average Sale Price Per Share*	Range of Sale Prices Per Share
11/29/10	8,500	$20.95	$20.55 - $21.46
11/30/10	6,100	$21.33	$21.25 - $21.42
12/01/10	10,000	$20.40	$20.25 - $20.52
12/02/10	5,400	$20.36	$20.25 - $20.55

* The Reporting Persons hereby undertake, upon request by the SEC Staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7. Material to be Filed as Exhibits.

24.1 Power of Attorney

Page 4 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

DATED: January 4, 2011

	BMW Machinery Co., Inc.


	By:	/s/ Gregory F. Holcombe
		Gregory F. Holcombe
		Vice President

Page 5 of 5

EX-24.1 2 ex24_1.htm POWER OF ATTORNEY ex24_1.htm

Exhibit 24.1

Power of Attorney

The undersigned hereby appoints Stephen R. Brown, the Senior Executive Vice President, Chief Financial Officer and Treasurer of Hudson Valley Holding Corp. (the “Company”), as attorney-in-fact to (i) execute for and on behalf of the undersigned all filings that may be required under Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, including any amendments thereto, required to be filed by the undersigned by virtue of its beneficial ownership of common stock, par value $0.20 per share, of the Company; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, execute and file any such filings; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. The foregoing appointment shall remain in effect until revoked in writing by the undersigned.

Executed this 4th day of January, 2011	BMW Machinery Co., Inc.


	By:	/s/ Gregory F. Holcombe
		Gregory F. Holcombe