PAGE 3
U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D - Amendment #7
Under the Securities Exchange Act of 1934
Massachusetts Fincorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class Securities)
57564R-10-8
(CUSIP Number)
Mark W. Jaindl
1964 Diehl Court, Allentown, PA 18104
(610) 366-1800
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 14, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13D 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 ( ).
Check the following box if a fee is being paid with this
statement ( ). (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class. See Rule
13d-7.)
The information required on the remainder of this cover page
shall not be deemed to "file" 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.
Cusip No. 57564R-10-8
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
Frederick John Jaindl - SSN ###-##-####
____________________________________________________________
_________________
2) Check the Appropriate Box if a Member of a Group
(See Instruction): __________
(a)_______
(b) X
____________________________________________________________
_________________
3) SEC Use Only______
____________________________________________________________
_________________
4) Source of Funds (See Instructions) PF
00
____________________________________________________________
_________________
5) Check if Disclosure of Legal Proceedings is
Required
Pursuant to items 2 (d) or (e): Yes No XX
N/A
____________________________________________________________
_________________
6) Citizenship or Place of Organization: US
U.S.
____________________________________________________________
_________________
Number of 7) Sole Voting Power: 13,948
1,640,150
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power:
N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 13,948
With________________________________________________________
________________
10) Shared Dispositive Power:
____________________________________________________________
_________________
____________________________________________________________
______________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 13,948 shares
____________________________________________________________
________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: Yes No XX
N/A
____________________________________________________________
_________________
13) Percent of Class Represented by Amount in Row (11)
2.55%
____________________________________________________________
_________________
14) Type of Reporting Person (See Instructions): IN
N___________________________________________________________
__________________
Cusip No. 57564R-10-8
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
Mark Wilson Jaindl - SSN ###-##-####
____________________________________________________________
_________________
2) Check the Appropriate Box if a Member of a Group
(See Instruction): __________
(a)_______
(b) X
____________________________________________________________
_________________
3) SEC Use Only___________
____________________________________________________________
_________________
4) Source of Funds: PF : 00
____________________________________________________________
_________________
5) Check if Disclosure of Legal Proceedings is
Required
Pursuant to items 2 (d) or (e): Yes No XX N/A
____________________________________________________________
_________________
6) Citizenship or Place of Organization: US U.S.
____________________________________________________________
_________________
Number of 7) Sole Voting Power: 30,000 1,640,150
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power: N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 30,000
With________________________________________________________
________________
10) Shared Dispositive Power:
_________________________________________
____________________________________________________________
_________________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 30,000 shares
____________________________________________________________
________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares Yes No XX N/A
____________________________________________________________
_________________
13) Percent of Class Represented by Amount in Row (11)
5.50%
6.20%
____________________________________________________________
_________________
14) Type of Reporting Person (See Instructions): INN
____________________________________________________________
_________________
Cusip No. 57564R-10-8
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
Zachary John Jaindl Trust - EIN 23-6956997
____________________________________________________________
_________________
2) Check the Appropriate Box if a Member of a Group
(See Instruction): __________
(a)_______
(b) X
____________________________________________________________
_________________
3) SEC Use Only____________
____________________________________________________________
_________________
4) Source of Funds: : 00
____________________________________________________________
_________________
5) Check if Disclosure of Legal Proceedings is
Required
Pursuant to items 2 (d) or (e): Yes No XX N/A
____________________________________________________________
_________________
6) Citizenship or Place of Organization: US U.S.
____________________________________________________________
_________________
Number of 7) Sole Voting Power: 7,000 1,640,150
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power: N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 7,000
With________________________________________________________
________________
10) Shared Dispositive Power: N/A
____________________________________________________________
_________________
___________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 7,000 shares
____________________________________________________________
________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: Yes No XX N/A
____________________________________________________________
_________________
13) Percent of Class Represented by Amount in Row (11)
1.28%
6.20%
____________________________________________________________
_________________
14) Type of Reporting Person: Trust IN
____________________________________________________________
_________________
Cusip No. 57564R-10-8
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
Julianne Katherine Jaindl Trust - EIN - 23-7754111
____________________________________________________________
_________________
2) Check the Appropriate Box if a Member of a Group
(See Instruction): __________
(a)_______
(b) X
____________________________________________________________
_________________
3) SEC Use Only____________
____________________________________________________________
_________________
4) Source of Funds: : 00
____________________________________________________________
_________________
5) Check if Disclosure of Legal Proceedings is
Required
Pursuant to items 2 (d) or (e): Yes No XX N/A
____________________________________________________________
_________________
6) Citizenship or Place of Organization: US U.S.
____________________________________________________________
_________________
Number of 7) Sole Voting Power: 3,600 1,640,150
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power: N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 3,600
With________________________________________________________
________________
10) Shared Dispositive Power: N/A
____________________________________________________________
_________________
___________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 3,600 shares
____________________________________________________________
________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: Yes No XX N/A
____________________________________________________________
_________________
13) Percent of Class Represented by Amount in Row (11)
.66%
6.20%
____________________________________________________________
_________________
14) Type of Reporting Person: Trust IN
____________________________________________________________
_________________
Item 1. Security and Issuer .
This Schedule 13D filing relates to the common stock,
$.01 par value, of Massachusetts Fincorp, Inc., a
Massachusetts co-operative bank holding company having its
principal business offices at 70 Quincy Avenue, Quincy,
Massachusetts 02269 (the "Company").
Item 2. Identity and Background Identity and
Background
No Amendment
Item 3. Source and Amount of Funds or other Consideration
No Amendment
Item 4. Purpose of Transaction Purpose of Transaction.
On January 14, 2000, Mark W. Jaindl sent a letter to
the Corporate Secretary of the Company nominating Scott E.
Buck and William E. Schantz, II to the Board of Directors of
the Company. A copy of this letter is annexed as Exhibit A.
The Reporting Persons each acquired their respective
shares of the Company's Common Stock for the purpose of
investment. The Reporting Persons are each evaluating, and
expect to continue to evaluate, their respective perceptions
of their investment's potential, the Company's business
prospects and financial position, the price level of the
Common Stock, and opportunities to acquire or dispose of
Common Stock or realize trading profits. The Reporting
Persons may in the future take such actions with respect to
such holdings in the Company as each deems appropriate in
light of the circumstances existing from time to time. In
addition, the Reporting Persons, jointly or individually,
may either dispose of any or all securities of the Company,
or purchase additional Common Stock, in any manner permitted
by applicable securities laws.
The Reporting Persons believe that the per share value
of the Company's Common Stock is not adequately reflected in
the current market price of the Company's Common Stock and
that the Company should consider taking steps to realize the
inherent value of its franchise in a manner designed to
maximize shareholder value, including a possible sale of the
Company.
As part of their continuing efforts to assess the value
of its investment in the Company, the Reporting Persons may
and have communicated with, among others, the Company's
management, its Board of Directors, and other stockholders
of the Company, in manners permitted by applicable
securities laws. In addition, the Reporting Persons reserve
the right to exercise any and all of their respective rights
as stockholders of the Company in a manner consistent with
their equity interests.
In connection with the 2000 Annual Meeting of
Stockholders of the Company, on October 21, 1999 Frederick
J. Jaindl nominated Mark W. Jaindl as a director for a three
year term expiring 2003 and on January 14, 2000 Mark W.
Jaindl nominated Scott E. Buck and William E. Schantz, II as
directors for three year terms expiring 2003 (collectively,
the "Nominees"). Mark W. Jaindl intends to commence
solicitation of proxies in favor of the Nominees and in
opposition of at least three nominees proposed by the
Company as soon as is permitted by the rules of the
Securities and Exchange Commission (the "Commission") and
will file a preliminary proxy statement with the Commission
pursuant to Regulation 14A of the Securities and Exchange
Act of 1934, as amended. The Reporting Persons do not seek
control of the Company.
The Company is a savings and loan holding company and
is subject to regulation by the Office of Thrift Supervision
("OTS"). The above-stated actions are unrelated to the OTS
regulations. Specifically, the Reporting Persons are aware
that regulations promulgated by the OTS contain separate
standards with regard to acquisition of "control". Those
regulations require OTS approval for acquisition of control
under certain conditions. Some of the provisions are based
in part on numerical criteria. One of the provisions
creates a rebuttable presumption of control where a person
acquires more than 10 percent of the voting stock of a
savings association and other conditions are met. Another
provision creates a rebuttable presumption of control where
a person acquires proxies to elect one-third or more of the
savings associations board of directors and other conditions
are met. If the Reporting Persons proceed with the course
of action as outline above, the Reporting Persons intend to
address these OTS requirements at the appropriate time. The
Reporting Persons have no present plans to cross these
numerical thresholds.
Item 5. Interest in Securities Interest in Securities of
the Issuer.
(a) Fred Jaindl, Mark Jaindl, the ZJTrust and the
JJTrust own 13,948, 30,000, 7,000 and 3,600 shares
respectively of common stock of the Company. In total,
these 54,548 shares constitute approximately 9.99% of the
545,481 shares of Company common stock outstanding as of
August 10, 1999.
(b) Fred Jaindl, Mark Jaindl, the ZJTrust and the
JJTrust have the sole voting and dispositive power of
13,948, 30,000, 7,000 and 3,600 shares respectively of
common stock they hold.
(c), (d), (e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.7n
Item 7. Material to be File as Exhibits
See attached
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.
January 14, 2000
/s/ Frederick J. Jaindl
________________________________________
Signature
Frederick J. Jaindl
/s/ Mark W. Jaindl
________________________________________
Signature
Mark W. Jaindl
Exhibit A
Mark W. Jaindl
1964 Diehl Court
Allentown, PA 18104
January 14, 2000
Via Fax and Federal Express
Massachusetts Fincorp, Inc.
70 Quincy Avenue
P.O. Box 699226
Quincy, Massachusetts 02269
Att: Ruth Rogers, Corporate Secretary
Dear Ms. Rogers:
I, (hereinafter referred to as "Nominating Shareholder")
hereby give notice that I am nominating Scott E. Buck and
William E. Schantz, II ("Nominees") for election to the
Massachusetts Fincorp, Inc. ("MAFN") Board of Directors at
the next Annual Meeting of Shareholders.
The Nominating Shareholder and the Nominees feel strongly
that shareholder representation is very important to
corporate governance, and to the maximization of
shareholder value. If a representative of MAFN desires to
discuss the accomplishment of these goals, please contact
the Nominating Shareholder.
The enclosed material is being filed with you, as the
Secretary of MAFN, as required by Section 6(c) of the MAFN
Bylaws. In addition, if it is the opinion of MAFN that
additional information is required relating to the
nomination of Mark W. Jaindl, Scott E. Buck or William E.
Schantz, II, please notify me in writing, specifying what
information is required.
This letter is being signed by the Nominating Shareholder,
to comply with the requirements of Section 6(c) of the
MAFN Bylaws.
If you have any questions concerning the above or require
any additional information, please contact Nominating
Shareholder at 610-366-1800.
Very truly yours,
/s/Mark W. Jaindl
____________________
Mark W. Jaindl
cc: Board of Directors
Schedule of Information Required by Section 6(C) of the
Bylaws of Massachusetts Fincorp, Inc.
(i) Nominee name and address:
Scott E. Buck William E.
Schantz, II
7278 Lockhaven St. 2850 Apple
Valley Estates Drive
Allentown, PA 18106 Orefield,
PA 18069
(ii) Nominating Shareholder name, address, and number of
shares held:
Mark W. Jaindl
1964 Diehl Court
Allentown, PA 18104
# of common shares held as Record Holder: 30,000
Mark W. Jaindl
Mark W. Jaindl is 40 years old and was one of the founders
of American Bank, a commercial bank located in Allentown,
Pennsylvania. Mr. Jaindl has served as President and Chief
Executive Officer of American Bank since October 1997 and as
Vice Chairman since June 1997. Mr. Jaindl served as Chief
Financial Officer of Jaindl Farms and Jaindl Land Company
from May 1982 to October 1991 and again from May 1995 to
October 1997. Jaindl Farms is engaged in diversified
businesses, including the operation of a 12,000-acre turkey
farm, a John Deere dealership, and a grain operation.
Jaindl Land Company is a developer of residential,
commercial and industrial properties in eastern
Pennsylvania. He served as Senior Vice President of Pure
World, Inc. from June 1992 until May 1995 and as a director
since October 1994. He was Senior Vice President of Pure
World Botanicals, Inc. from December 1994 until May 1995 and
a director of Pure World Botanicals, Inc. since December
1994. Pure World Botanicals is a wholly owned subsidiary of
Pure World, Inc. and manufactures botanical extracts at its
plant in South Hackensack NJ.
Scott E. Buck
Scott E. Buck is 35 years old and his address is 7278
Lockhaven Street, Allentown, PA 18106. He has his Bachelor
of Science in Accounting from Albright College, Reading PA.
He has his Master of Science in Taxation from Widener
University School of Management, Chester, PA. Mr. Buck is a
member of the Pennsylvania Institute of Certified Public
Accountants and American Institute of Certified Public
Accountants. Mr. Buck was a staff accountant with Kuhn,
Buck and Block, CPA's from May 1986 to December 1989. He
was a partner with Kuhn, Buck, and Block, CPA's from January
1990 to April 1992. Mr. Buck has been a partner with Buck,
Zyskowski and Buck, CPA's from April 1992 to present.
William E. Schantz
William E. Schantz, II is 36 years old and his address is
2850 Apple Valley Estates Drive, Orefield, PA. Mr. Schantz
has been employed as an insurance broker and registered
representative with The MONY Group and MONY Securities
Corporation since February 1988. Mr. Shantz graduated with
a BA degree from Lehigh University in 1986 and has a
Chartered Financial Consultant designation from The American
College located in Bryn Mawr, Pennsylvania. Mr. Schantz has
served on the board of the Allentown YMCA and as a trustee
of The Swain School in Allentown, PA.
Additional Information
(a) Scott E. Buck's ("Buck") principal business address is
1020 S. Cedar Crest Blvd. Allentown, PA 18103. William
E.Schantz, II's ("Schantz") principal business address is
5100 Tilghman Street Suite 200 Allentown, PA 18104.
(b) Buck's present principal occupation is as a partner of
Buck, Zyskowski and Buck, CPA. Schantz's present principal
occupation is as a sales associate of MONY Group.
(c) During the past five years neither Buck, nor Schantz
have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(d) During the past five years neither Buck, nor Schantz
have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of which was subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
(e) Buck and Schantz are U.S. citizens.
AFFIDAVIT
I, Scott E. Buck, consent to be named in the proxy
statement as a nominee and to serve as a director, if
elected, at the next Annual Meeting of Massachusetts
Fincorp, Inc..
s/s Scott E. Buck
______________________
Scott E. Buck
Sworn to before me
This 14th day of January, 2000
/s/ Sandra J. Moyer
______________________
Sandra J. Moyer
A Notary Public of Pennsylvania
My Commission Expires June 8, 2002
AFFIDAVIT
I, William E. Schantz, II, consent to be named in the
proxy statement as a nominee and to serve as a director,
if elected, at the next Annual Meeting of Massachusetts
Fincorp, Inc..
s/s William E. Schantz, II
______________________
William E. Schantz, II
Sworn to before me
This 14th day of January, 2000
/s/ Sandra J. Moyer
______________________
Sandra J. Moyer
A Notary Public of Pennsylvania
My Commission Expires June 8, 2002
