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CUSIP NO. 491784 10 4 Page 1 of 6 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KENWOOD BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
491784 10 4
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(CUSIP Number)
Jeffrey D. Haas, Esq.
Patricia J. Wohl, Esq.
Cristin Zeisler, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
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(Name, Address, Telephone Number of Person Authorized
to Receive Notices and Communications)
May 1996
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(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Page 1 of 6 Pages
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CUSIP NO. 491784 10 4 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITY ONLY)
Robert P. Isler
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
16,508
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
16,508
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,508
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 491784 10 4 Page 3 of 6 Pages
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Item 1. Security and Issuer
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This Statement relates to the shares of common stock, $.01 par
value per share ("Common Stock"), of Kenwood Bancorp Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal
executive office is 7711 Montgomery Road, Cincinnati, Ohio 45236.
Item 2. Identity and Background
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(a) The reporting person filing this Statement is Robert P. Isler.
(b) The business address of the person filing this Statement is:
7711 Montgomery Road, Cincinnati, Ohio 45236.
(c) Robert P. Isler is President and Chairman of the Board of the
Issuer.
(d) During the past five years, the reporting person filing this
Statement has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, the reporting person filing this
Statement has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisisdiction
and as a result of such proceeding was 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 a finding of any
violation with respect to such laws.
(f) The reporting person filing this Statement is a citizen of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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As of the date hereof, the number of shares with respect to which
Robert P. Isler may be deemed to be the beneficial owner is 16,508
shares of Common Stock which were purchased in private transactions.
All such shares are held by the Isler Homes, Inc. Profit Sharing Plan
("Profit Sharing Plan") as to which Mr. Isler is the sole administrator
and beneficiary.
The Profit Sharing Plan used cash and cash equivalents in the Profit
Sharing Plan to purchase the shares of Common Stock.
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CUSIP NO. 491784 10 4 Page 4 of 6 Pages
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Item 4. Purpose of Transaction
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The reporting person is presently the President and Chairman of the
Board of the Issuer. The reporting person intends to continue to
participate in the management and operations of the Issuer. The
reporting person believes that the shares of Common Stock are an
attractive investment and purchased the shares of Common Stock for
investment purposes and not for the purpose of influencing the
management of the Issuer or exercising control.
The reporting person filing this Statement has acquired the shares
of Common Stock owned by such person for investment purposes. The
reporting person has no present intent to or has any plans or proposals
(excluding action which may be taken or proposed by the Board of
Directors of which the reporting person is a member) which relate to
or would result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer; (c) a sale or
transfer of a material amount of assets of the Issuer; (d) any change
in the present Board of Directors or management of the Issuer, 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 the Issuer; (f) any
other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's Certificate of Incorporation, Bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to any of those enumerated
above. However, in the future, the reporting person filing this
Statement may determine to acquire additional shares of the Common Stock
(or other securities of the Issuer), from time to time. Any such
determination will depend on a number of factors, including market
prices, the Issuer's prospects and alternative investments.
Item 5. Interest in Securities of the Issuer
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(a) As of the date hereof, Robert P. Isler may be deemed to be the
beneficial owner of an aggregate of 16,508 shares of Common Stock,
which constitutes approximately 5.6% of the 295,133 shares of Common
Stock which Robert P. Isler believes to be the total number of shares
of Common Stock outstanding as of December 24, 1997, the voting record
date set forth in the Issuer's Proxy Statement dated December 29, 1997,
issued for use at the Annual Meeting of Stockholders held on January
29, 1998. The directly owned shares of Common Stock are held by the
Isler Homes, Inc. Profit Sharing Plan as to which Mr. Isler is the
sole administrator and beneficiary.
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CUSIP NO. 491784 10 4 Page 5 of 6 Pages
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Nothing contained herein shall be construed as an admission that
Robert P. Isler is the beneficial owner of any shares of Common
Stock, except as set forth herein as expressly and admittedly being
beneficially owned by Robert P. Isler. Except as described herein,
to the best knowledge of Robert P. Isler, there is no person who
may be deemed to comprise a group with the reporting person filing
this Statement.
(b) Robert P. Isler has the sole power to vote and the sole power to
dispose of the 16,508 shares of Common Stock owned by such reporting
person as of January 29, 1998.
(c) The reporting person filing this Statement has not effected any
transactions in the Common Stock within the past 60 days.
(d) No person other than the reporting person filing this Statement
has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the shares of
the Common Stock reported in this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
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Other than his participation as one of two trustees of the Issuer's
Employee Stock Ownership Plan Trust, as of the date of this Statement,
the reporting person filing this Statement is not a party to any
contract, arrangement, understanding or relationship with any other
person with respect to any securities of the Issuer, including but
not limited to transfer or voting of any of the Common Stock, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, the giving or
withholding of proxies or pledge or otherwise subject to a contingency
the occurrence of which would give another person voting or investment
power over the Common Stock.
Item 7. Material to be Filed as Exhibits
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None.
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CUSIP NO. 491784 10 4 Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set
forth in this Statement on Schedule 13D is true, complete and correct.
By:/s/ Robert P. Isler
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Robert P. Isler
Date: January 29, 1998
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