UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Peekskill Financial Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
705385102
- -------------------------------------------------------------------------------
(CUSIP Number)
Eldorus Maynard
1019 Park Street
Peekskill, New York 10566
(914) 737-2777
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 3, 1999
- -------------------------------------------------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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 9
<PAGE>
SCHEDULE 13D
CUSIP No. 705385102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eldorus Maynard
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) __
(b) __
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF, SC
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) __
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 99,228 (See Item 5)
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
------------------------------------------------------------
8. SHARED VOTING POWER
548 (See Item 5)
------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
81,049 (See Item 5)
------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,727 (See Item 5)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
99,776 (See Item 5)
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES __
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.12% (See Item 5)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
Page 2 of 9
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of Peekskill
Financial Corporation ("Peekskill"), a bank holding company with its main office
located at 1019 Park Street, Peekskill, New York 10566.
Item 2. Identity and Background
The name and address of the person filing this statement is Eldorus
Maynard, at 1019 Park Street, Peekskill, New York 10566. Mr. Maynard is Chairman
of the Board and Chief Executive Officer of Peekskill at the address stated
above. During the last five years, Mr. Maynard has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in him being 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 being found in
violation with respect to such laws.
Mr. Maynard is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On December 29, 1995, in connection with Peekskill's initial public
offering of Common Stock, Mr. Maynard acquired, directly and indirectly, 4,000
shares of Common Stock. The acquisition of the foregoing Common Stock was made
with personal funds for an aggregate purchase price of approximately $40,000.
On July 3, 1996, Mr. Maynard was awarded 40,997 shares of restricted
Common Stock, which vested annually over an eight year period with the last
vesting period expiring on July 3, 2004.
Page 3 of 9
<PAGE>
On the same date Mr. Maynard was awarded options to purchase 102,494 share of
Common Stock at an exercise price equal to the fair market value of the Common
Stock on the date of grant. Of the 102,494 options to purchase, 61,496 have
vested as of the date set forth in this schedule. The awards of restricted
Common Stock and options were granted to Mr. Maynard at no cost to him.
In addition, to date Mr. Maynard has been allocated 8,490 shares of
Common Stock under his account in the Peekskill Financial Corporation Employee
Stock Ownership Plan (the "ESOP") and 9,689 shares of Common Stock under his
account in the Peekskill Financial Corporation Savings and Investment Plan (the
"401(k)"). Such shares awarded to Mr. Maynard under the ESOP were at no cost and
the shares awarded under the 401(k) were made through personal funds and
matching contributions.
Item 4. Purpose of Transaction
All of the shares acquired by Mr. Maynard, directly or indirectly, were
acquired for investment purposes. Mr. Maynard may, from time to time, depending
upon market conditions and other investment considerations, purchase additional
shares of Peekskill for investment purposes or dispose of shares of Peekskill.
As Chairman of the Board and Chief Executive Officer, Mr. Maynard regularly
explores potential actions and transactions which may be advantageous to
Peekskill, including, but not limited to, possible mergers, acquisitions,
reorganizations or other material changes in the business, corporate structure,
management, policies, governing instruments, capitalization, securities or
regulatory or reporting obligations of Peekskill.
Page 4 of 9
<PAGE>
Except as noted above, Mr. Maynard has no plans or proposals which
relate to or would result in:
(a) the acquisition by any person of additional securities of
Peekskill, or the disposition of securities by Peekskill;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Peekskill or any of its subsidiaries;
(c) a sale or transfer of material amount of assets of Peekskill or any
of its subsidiaries;
(d) any change in the present Board of Directors or management of
Peekskill, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of Peekskill;
(f) any other material change in Peekskill's business or corporate
structure;
(g) changes in Peekskill's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of Peekskill by any persons;
(h) causing a class of securities of Peekskill to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-quotation system of a registered national securities association;
(i) a class of equity securities of Peekskill becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Page 5 of 9
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Mr. Maynard beneficially owns an aggregate of 99,776 shares of
Common Stock, constituting 5.12% of the number of shares of such Common Stock
outstanding on the date hereof.
(b) With respect to the 99,776 shares of Common Stock owned
beneficially by Mr. Maynard, such amounts include:
(1) 37,732 shares over which Mr. Maynard has sole voting power.
(2) 148 shares over which Mr. Maynard shares voting power with his
spouse, Carol A. Maynard, who's address is 1019 Park Street,
Peekskill, New York 10566. Mrs. Maynard is a homemaker. During
the last five years, Mrs. Maynard has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
which resulted in her being 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 being found in violation with respect to such laws.
Mrs. Maynard is a citizen of the United States of America.
(3) 400 shares over which Mr. Maynard shares voting power with his
sons, Dory and David Maynard, who's addresses are 1019 Park
Street, Peekskill, New York 10566. Dory Maynard is employed by
Pitney Bowes and David Maynard is employed by New York
Presbyterian Hospital. During the last five years, neither
Dory Maynard or David Maynard have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a
Page 6 of 9
<PAGE>
judicial or administrative body of competent jurisdiction
which resulted in either being 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 being found in violation with respect to
such laws. Both Dory Maynard and David Maynard are citizens of
the United States of America.
(4) 19,553 shares of Common Stock over which Mr. Maynard has sole
dispositive power.
(5) 18,727 shares of Common Stock over which Mr. Maynard has
shared dispositive power, which includes the 148 shares owned
by Mrs. Maynard (see paragraph (2) above), 400 shares owned by
Dory Maynard and David Maynard (see paragraph (3) above),
8,490 shares allocated to Mr. Maynard's ESOP account over
which the ESOP trustee shares dispositive power and 9,689
shares allocated to Mr. Maynard's 401(k) account over which
the 401(k) trustee shares dispositive power. First Bankers
Trust is the ESOP trustee and the 401(k) trustee. First
Bankers Trust, is a nationally chartered bank with its
principal business address at 1201 Broadway, Quincy, Illinois,
62301.
(6) Which upon exercise, sole voting and sole dispositive power
with respect to the options to purchase 61,496 shares of
Common Stock.
(c) The following transaction involving Mr. Maynard's beneficial
ownership of Common Stock was effected in the past sixty days:
(1) On July 3, 1999, 5,125 shares of restricted stock vested at no
cost to Mr. Maynard, and options to purchase 20,498 shares of
Common Stock vested.
Page 7 of 9
<PAGE>
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares held by Mr. Maynard.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- --------------------------------------------------------------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Maynard and any other person with respect to
any securities of the issuer, including but not limited to, transfer or voting
of any of such securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies. None of the Common Stock beneficially
owned by Mr. Maynard are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such shares.
Item 7. Material to be Filed as Exhibits
None.
Page 8 of 9
<PAGE>
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.
Date: August 5, 1999 /s/ Eldorus Maynard
--------------- --------------------------
Eldorus Maynard
Page 9 of 9
