SC 13D

STATE OF NEW YORK

COUNTY OF WESTCHESTER

0000950123-06-004314.txt : 20060406 0000950123-06-004314.hdr.sgml : 20060406 20060406152220 ACCESSION NUMBER: 0000950123-06-004314 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060406 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-59317 FILM NUMBER: 06745095 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Veneruso James J CENTRAL INDEX KEY: 0001352103 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 914-961-1300 MAIL ADDRESS: STREET 1: C/O 21 SCARSDALE RD CITY: YONKERS STATE: NY ZIP: 10707 SC 13D 1 y19519sc13d.htm SCHEDULE 13D SC 13D


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Hudson Valley Holding Corp.

(Name of Issuer)

Common Stock, Par Value $0.20 Per Share

(Title of Class of Securities)

444172-10-0

(CUSIP Number)

Mr. Stephen R. Brown
Hudson Valley Holding Corp.
21 Scarsdale Road
Yonkers, New York 10707
(914) 961-6100

Bonnie J. Roe, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue 12th Floor
New York, NY 10022
(212) 588-5500

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

February 2, 2006

(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-1(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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		None.


1	NAMES OF REPORTING PERSONS: James J. Veneruso

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	N/A

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			18,247

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			847,165

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			18,247

WITH		10	SHARED DISPOSITIVE POWER:

			847,165

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	865,412

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	10.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(Page 2 of 8 Pages)

Item 1. Security and Issuer.

The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $0.20 per share (the “Common Stock”), of Hudson Valley Holding Corp., a New York corporation (“Hudson Valley”).

Hudson Valley’s principal executive offices are located at 21 Scarsdale Road, Yonkers, New York 10707.

Item 2. Identity and Background:

(a) The Reporting Person is James J. Veneruso.

(b) The business address of the Reporting Person is 51 Pondfield Road, Bronxville, New York 10708.

(c) The Reporting Person is an attorney and shareholder of Griffin, Coogan & Veneruso, P.C., located at 51 Pondfield Road, Bronxville, New York 10708.

(d) The Reporting Person has not been convicted in a criminal proceeding during the last five years.

(e) The Reporting Person, during the last five years, was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

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


Date	Number of Shares
February 2, 2006		838,895

On February 2, 2006 the Estate of Robert H. Abplanalp (the “Estate”) distributed 838,895 shares of Common Stock to the Robert H. Abplanalp Marital Trust (the “Marital Trust”), of which the Reporting Person is a trustee along with Josephine Abplanalp and William E. Griffin. The primary beneficiary of the Marital Trust is Josephine Abplanalp, while John P. Abplanalp and Marie A. Holcombe are secondary beneficiaries. On February 2, 2006 the Marital Trust distributed 838,895 shares of Common Stock to The Revocable Living Trust f/b/o Marie A. Holcombe (the “Revocable Living Trust”). The Reporting Person is a trustee of the Revocable Living Trust along with Josephine Abplanalp and Marie A. Holcombe. The primary beneficiary of the Revocable Living Trust is Josephine Abplanalp, and Marie A. Holcombe is the secondary beneficiary. No consideration was paid in connection with any of these distributions of the shares of Common Stock.

(Page 3 of 8 Pages)

The Reporting Person holds 3,005 shares of Common Stock in his own name and 8,270 shares as a joint tenant with [his spouse], Lillian B. Veneruso. The Reporting Person also holds sole voting and dispository power over 10,243 shares of Common Stock in the Reporting Person’s individual retirement account. In addition, the Reporting Person, serving as trustee, holds sole voting and dispository power over 1,540 shares of Common Stock held in the Irrevocable Trust f/b/o Ann Marie Holcombe, 1,540 shares of Common Stock held in the Irrevocable Trust f/b/o Katherine Elizabeth Holcombe, 939 shares of Common Stock held in the Gregory F. Holcombe Irrevocable Insurance Trust, and 980 shares of Common Stock held in the 2004 Holcombe Family Irrevocable Trust.

Item 4. Purpose of Transaction.

The Reporting Person does not currently intend to exercise his duties as co-trustee for the purpose of implementing any plans or proposals which relate to, or would result in, any of the actions specified in clauses (b) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) — (b) The table below sets forth the information required in (a) and (b) of this Item 5 as of the date of the filing of this Schedule 13D:


Name	Number of	Shared Voting	Shared	Sole Voting
	Shares	Power	Investment	Power
	Beneficially		Power
	Owned

Hudson Valley	865,412	847,165	847,165	18,247

(d) The Reporting Person along with Josephine Abplanalp and Marie A. Holcombe, are co-trustees of the Revocable Living Trust. As co-trustee, the Reporting Person has shared voting and investment power over all 838,895 shares held by the Revocable Living Trust.

(e) Not applicable.

(Page 4 of 8 Pages)

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

Stock Restriction Agreement: Hudson Valley has required all employees, directors and others who acquire shares of common stock from Hudson Valley to enter into Stock Restriction Agreements that give Hudson Valley a right of first refusal on any shares of Common Stock that the shareholder wishes to transfer. Gifts to family members are not subject to Hudson Valley’s right of first refusal, but the donee must enter into a Stock Restriction Agreement with Hudson Valley. Pursuant to the Stock Restriction Agreement, Hudson Valley may, but is not required to, purchase all the shares offered upon the same terms and conditions as offered by the prospective purchase. Each certificate representing shares of the stock must also bear a legend that restricts the transfer of the stock under the rules of the Securities Act of 1933 and the Stock Restriction Agreement. The shares of Common Stock covered by this Statement on Schedule 13D are covered by Stock Restriction Agreements with Hudson Valley.

(Page 5 of 8 Pages)

Item 7. Material to be Filed as Exhibits.

A. Form of Stock Restriction Agreement

B. Power of Attorney.

(Page 6 of 8 Pages)

SIGNATURE

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

Dated: April 6, 2006


		Signature:		/s/Stephen R. Brown

				(Stephen R. Brown as Attorney-in-
				Fact for James J. Veneruso)

(Page 7 of 8 Pages)

EXHIBIT LIST

Item 7. Material to be Filed as Exhibits.

A. Power of Attorney.

B. Stock Restriction Agreement

(Page 8 of 8 Pages)

EX-99.A 2 y19519exv99wa.htm EX-99.A: POWER OF ATTORNEY EX-99.A

EXHIBIT A:

POWER OF ATTORNEY
(Covering SEC Filings Only)

The undersigned, holder of 5% or more of the outstanding shares of Common Stock of Hudson Valley Holding Corp. (the “Company”), hereby appoints each of James J. Landy, the President and Chief Executive Officer of the Company, and Stephen R. Brown, the Senior Executive Vice President, Chief Financial Officer and Treasurer of the Company, each acting singly rather than jointly, as attorney in filing on behalf of the undersigned all reports on Schedule 13-D; Schedule 13-G, required to be filed by the undersigned, in his/her capacity as a holder of 5% or more of the outstanding shares of Common Stock of the Company, pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended.

The foregoing appointment shall remain in effect until revoked in writing by the undersigned or until six months following the date on which the undersigned is no longer a holder of 5% or more of the outstanding voting securities of the Company.

Executed this 9th day of February, 2006.


		Signature: /s/ James J. Veneruso
		Print Name: James J. Veneruso

EX-99.B 3 y19519exv99wb.htm EX-99.B: STOCK RESTRICTION AGREEMENT EX-99.B

EXHIBIT B

STOCK RESTRICTION AGREEMENT

This Agreement (the “Agreement”) is made and entered into this day of , by and among Hudson Valley Holding Corp., a New York Corporation (the “Company”), and (“Stockholder”).

RECITALS

A. WHEREAS, Stockholder may now own or may hereinafter own shares of common stock of the Company (“the Shares”) and

B. WHEREAS, Stockholder is acquiring shares from an individual or business entity (“Transferor”) whose shares are subject to certain stock restrictions imposed by a Stock Restriction Agreement; and

C. WHEREAS, the parties acknowledge that the purpose of the Stock Restriction Agreement is to protect and preserve the shareholders mutual interests and the interests of the Company by promoting continuity of share ownership and corporate control by imposing certain restrictions on the transferability of the Company shares.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Right of First Refusal. The Stockholder shall not sell, assign, transfer, or give, or in any manner, dispose of all or any part of his or her Shares, now owned or hereafter acquired, or any right or interest therein, whether voluntarily or by operation of law, without first giving to the Company written notice by Certified or Registered Mail (the “Sale Notice”) of his or her receipt of an offer from a prospective purchaser. The Sale Notice must be in writing, giving the name and address of the prospective purchaser, the number of Shares involved, and the terms of such purchase.

Within ten (10) days after receipt of the Sale Notice by the Company, the Company, by action of its Board of Directors or its designated committee, may elect to purchase all, but not less than all, of such Shares offered for disposition, or may elect to designate a person, including an officer, director or employee of the Company, to purchase all but not less than all of such Shares. The purchase price of any Shares purchased under the terms of this Agreement shall be on the same terms and conditions as that offered by the prospective purchaser.

Page 1 of 5

2. Termination of Restrictions. If all of the Shares of the Stockholder or Transferor desiring to make a disposition thereof are not purchased by the Company or its designee in accordance with the provisions of Paragraph 1 hereof, then all restrictions imposed by this Agreement upon the unsold Shares shall terminate and the Stockholder desiring to make a disposition therefor shall be free to sell the unsold Shares to the prospective purchaser at the price and terms set forth in the original offer, at any time within twenty (20) days thereafter; provided, however, that at the end of the twenty (20) day period, all restrictions shall again be applicable in the same manner and under the same terms as set forth in this Agreement.

3. Terms of the Purchase

A. Closing. The consummation of the purchase and sale of the Shares shall be referred to as the “Closing”, and shall take place at a time and place as to which the parties shall agree, but in no event shall it occur more than twenty (20) days after the Company receives the Sale Notice pursuant to Paragraph 1 of this Agreement.

B. Transfer of Shares. At such time as the agreed consideration has been paid and delivered to the selling Stockholder or his estate, the Shares shall be transferred to the purchaser.

C. Payment of Purchase Price. The purchase price for any Shares purchased pursuant to this Agreement shall be paid, either in cash or certified funds.

4. Endorsement on Share Certificate. Each certificate representing Shares of the Company shall have endorsed conspicuously on its face a legend in substantially the following form:

(i)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (“THE ACT”), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Page 2 of 5

(ii)

THE OFFER, SALE, TRANSFER, OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS OF THAT CERTAIN SHAREHOLDER AGREEMENT INCLUDING ANY AMENDMENTS THERETO, AND MAY NOT BE AFFECTED IN CONTRAVENTION OF THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE HOLDER HEREOF BY THE SECRETARY OF THE COMPANY UPON WRITTEN REQUEST.

5. Miscellaneous

A. Binding Effect. This Agreement shall be binding upon the parties to this Agreement and upon their respective heirs, legatees, personal representatives, successors, assigns and donees.

B. No Waiver. No waiver of any breach or default under this Agreement shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

C. Amendment. This Agreement may only be amended by written instrument executed by both parties hereto.

D. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the transaction contemplated pursuant to this Agreement, and supersedes all prior agreements, arrangements and understandings related to its subject matter among the parties.

E. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute the same document.

F. Governing Law. The Laws of the State of New York shall govern this Agreement and the construction of its terms. If any provision is unenforceable or invalid for any reason, the remainder of this Agreement shall continue in effect.

G. Enforcement. If a Stockholder proposes to make a transfer of any Shares by assignment, sale, gift or other transfer in violation of the terms of this Agreement, the Company may apply to any court for injunctive order prohibiting such proposed transfer except in compliance with the terms of this Agreement. The Company may institute or maintain proceedings against the violating Stockholder to compel specific performance of this Agreement. Any attempt to transfer the Shares in violation of this Agreement shall be void.

Page 3 of 5

H. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by Certified or Registered Mail to:

                    As to the “Company” to:
                    Chairman of the Board
                    Hudson Valley Holding Corp.
                    21 Scarsdale Road
                    Yonkers, New York 10707

As to the “Stockholder” to:

Any party, by notice as provided above, may change the address to which his, her, or its future notices shall be sent.

1. Termination. This Agreement shall terminate upon the unanimous written agreement of the parties hereto.

IN WITNESS WHEREOF, the Company and the Stockholder have executed this Agreement effective as of the date first above written.


		HUDSON VALLEY HOLDING CORP.

		BY:

				James J. Landy, President & C.E.O.

		STOCKHOLDER:

		BY:

Page 4 of 5

On the day of , before me personally came James J. Landy, to me known, who, being by me duly sworn, did depose and say that he resides at 25 Constant Avenue, Yonkers, NY 10701; that he is the President and C.E.O. of HUDSON VALLEY HOLDING CORP., the Corporation described in and which executed the foregoing instrument; that he knows the seal of said Corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Corporation, and that he signed his name thereto by like order.

On the day of , before me personally came to me known to be the individual described in and who executed the foregoing instrument, and acknowledged that he executed the same.

Page 5 of 5