Item 1
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Security and Issuer
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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
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Identity and Background
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(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.
(c) The Reporting Person’s principal business is that of machine parts manufacture.
(d) - (e) Not applicable.
(f) The Reporting Person is incorporated in New York.
Item 3
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Source and Amount of Funds or Other Consideration
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Not applicable.
Item 4
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Purpose of Transaction
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Not applicable.
Item 5
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Interest in Securities of the Issuer
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(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.
(c) See Item 5(e).
(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:
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Date
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No. of Shares Sold
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Weighted Average Sale Price
Per Share*
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Range of Sale Prices Per Share
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11/29/10
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8,500
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$20.95
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$20.55 - $21.46
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11/30/10
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6,100
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$21.33
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$21.25 - $21.42
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12/01/10
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10,000
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$20.40
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$20.25 - $20.52
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12/02/10
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5,400
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$20.36
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$20.25 - $20.55
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* 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
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7
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Material to be Filed as Exhibits
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24.1 Power of Attorney
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
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BMW Machinery Co., Inc.
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By:
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/s/ Gregory F. Holcombe
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Gregory F. Holcombe
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Vice President
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