PAGE 1
U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Amendment #1
Under the Securities Exchange Act of 1934
Northeast Pennsylvania Financial Corp.
(Name of Issuer)
Common Stock
(Title of Class Securities)
663905107
(CUSIP Number)
Frederick J. Jaindl et al
Jaindl Farms
Attention: Mark W. Jaindl
3150 Coffeetown Road, Orefield, PA 18069
(610) 395-3333
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
June 2, 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. 663905107
1) Names of 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) PF00
____________________________________________________________
_________________
5) Check if Disclosure of Legal Proceedings is
Required
Pursuant to items 2 (d) or (e): N/A
____________________________________________________________
_________________
6) Citizenship or Place of Organization: US U.S.
____________________________________________________________
_________________
Number of 7) Sole Voting Power: 260,100 1,640,150
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power: N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 260,100
With________________________________________________________
________________
10) Shared Dispositive Power:
____________________________________________________________
_________________
____________________________________________________________
______________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 260,100 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)
4.90%
6.20%
____________________________________________________________
_________________
14) Type of Reporting Person (See Instructions): INN
____________________________________________________________
_________________
Cusip No. 663905107
1) Names of Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
Mark W. 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: 16,739 1,640,150
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power: N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 16,739
With________________________________________________________
________________
10) Shared Dispositive Power:
_________________________________________
____________________________________________________________
_________________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 16,739 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)
.32%
6.20%
____________________________________________________________
_________________
14) Type of Reporting Person (See Instructions): INN
____________________________________________________________
_________________
Cusip No. 663905107
1) Names of Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
Frederick J. Jaindl Foundation - EIN 23-2495124
____________________________________________________________
_________________
2) Check the Appropriate Box if a Member of a Group
(See Instruction): __________
(a)_______
(b) X
____________________________________________________________
_________________
3) SEC Use Only____________
____________________________________________________________
_________________
4) Source of Funds: WC: 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: PA U.S.
____________________________________________________________
_________________
Number of 7) Sole Voting Power: 42,500 1,640,150
Shares Bene-
____________________________________________________________
____
ficially
Owned by 8) Shared Voting Power: N/ A
Each Report-
____________________________________________________________
____
ing Person 9) Sole Dispositive Power: 42,500
With________________________________________________________
________________
10) Shared Dispositive Power: N/A
____________________________________________________________
_________________
___________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting
Person: 42,500 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)
.80%
6.20%
____________________________________________________________
_________________
14) Type of Reporting Person: Foundation IN
____________________________________________________________
_________________
Item 1. .
This Schedule 13D filing relates to the common stock,
$.01 par value, of Northeast Pennsylvania Financial, Inc. a
savings and loan holding company having its principal
business offices at 12 E. Broad Street, Hazleton,
Pennsylvania 18201 (the "Company").
Item 2. Identity and Background
(a) This statement is being filed by
Frederick J. Jaindl, Mark W. Jaindl, and the Frederick J.
Jaindl Foundation ("Foundation").
(b) Frederick J. Jaindl's principal business address
is Jaindl Farms, 3150 Coffeetown Road, Orefield, PA
18069. Mark W. Jaindl's principal business address is
American Bank, 4029 W. Tilghman Street, Allentown PA 18104.
The Foundation's principal business address is 3150
Coffeetown Road, Orefield, PA 18069.
(c) Fred Jaindl's present principal occupation is
as the sole proprietor of Jaindl Farms and the principal
shareholder and chief executive officer of Jaindl's Inc.
Both of these businesses have their principal offices at
3150 Coffeetown Road, Orefield, PA 18069. Fred Jaindl is
the Chairman and Mark Jaindl is the President and Chief
Executive Officer of the American Bank, a commercial bank
whose principal business address is 4029 West Tilghman
Street, Allentown PA 18104.
(d) During the past five years neither Fred Jaindl,
nor Mark Jaindl have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years neither Fred Jaindl,
nor Mark Jaindl 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.
(f) Frederick J. Jaindl and Mark W. Jaindl are U.S.
citizens. The Frederick J. Jaindl Foundation is a
charitable foundation.
Item 3. Source and Amount of Funds or Other
Consideration.
Frederick J. Jaindl has business interests ranging from
turkey farming to real estate development. In the regular
course of these businesses, he borrows funds from various
lenders to finance their daily operations. Since most of
these businesses are structured as sole proprietorships and
corporations controlled by Mr. Jaindl, he typically
reinvests back into his operations most of the net profits
generated by these entities or by any personal investments
he routinely makes. From time to time he recovers the
equity invested in his businesses either by taking
distributions from current profits or by financing assets
held by one of his business entities, thereby allowing him
to realize a portion of the equity accumulated in those
assets without having to sell them. The personal funds he
has used and may use in the future to purchase shares of
common stock of the Company have been generated from the
equity and profits he accumulates in his various businesses
as described above.
Fred Jaindl and Mark Jaindl have in the past borrowed
funds to purchase investments or to finance their other
business interests. Fred and Mark Jaindl may in the future
borrow funds to purchase additional shares of the Company's
common stock or to finance their other business interests,
which loans may be secured by pledges of the Company's
common stock.
Item 4. Purpose of Transaction.
Fred Jaindl, Mark Jaindl, and the Foundation have
purchased these shares for investment purposes and have no
current plans which would result in any actions enumerated
in the Schedule 13d instructions for this Item 4. However,
any of the above may acquire or sell shares of the Company
common stock if attractive investment opportunities become
available in the future.
Item 5. Interest in Securities of the Issuer.
(a) Fred Jaindl, Mark Jaindl, and the Foundation own
260,100, 16,739, and 42,500 shares respectively of common
stock of the Company. In total, and as a result of shares
repurchased by the Company, these 319,339 shares constitute
6.02% of the 5,308,149 shares of Company common stock
outstanding as of May 9, 2000.
(b) Fred Jaindl, Mark Jaindl and the Foundation have
the sole voting and dispositive power of 260,100, 16,739,
and 42,500 respectively of common stock they hold.
(c) The following transactions were effected by or on
behalf of each of the above during the past sixty days:
Frederick J. Jaindl
N/A
Mark W. Jaindl
N/A
Frederick J. Jaindl Foundation
N/A
(d) Not applicable
(e) Not applicable
Item 6.
Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.-7n
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.
June 2, 2000
________________________________________
Signature
Mark W. Jaindl
