SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PATHFINDER BANCORP, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
70320A 10 3
(CUSIP Number)
Alan Schick, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
(Name, Address, Telephone number of Person Authorized
to Receive Notices and Communications)
December 30, 1997
(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 if filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. / /
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 70320A 10 3 PAGE 2 OF 6 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Pathfinder Bancorp, M.H.C. EIN: 161495533
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO - Shares of Common Stock of Oswego City Savings Bank
held by the Reporting Person were converted into
shares of Common Stock of Pathfinder Bancorp, Inc.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(D) OR 2(e)
Not Applicable.
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
1,552,500
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-0-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
1,552,500
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54%
14. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 70320A 10 3 PAGE 3 OF 6 PAGES
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Item 1. Security and Issuer
The securities as to which this Schedule 13D ("Schedule")
relates are shares of common stock, $.10 par value per share
("Common Stock"), of Pathfinder Bancorp, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's
principal executive office is 214 West First Street, Oswego, New
York.
Item 2. Identity and Background
This Schedule is filed on behalf of Pathfinder Bancorp,
M.H.C., a New York chartered mutual holding company (the
"Company"). The Company's principal business is to hold the
majority of the Issuer's shares of Common Stock. The business
address of the Company is 214 West First Street, Oswego, New
York.
Pursuant to General Instruction C of Schedule 13D, the
following information is being provided with respect to each
executive officer and director of the Company ("Insiders"):
Directors
Chris C. Gagas is Chairman, President and Chief Executive
Officer of the Company, and its principal subsidiary, Oswego City
Savings Bank ( the"Bank"). Mr. Gagas has served as an officer of
the Company since 1986.
Chris R. Burritt is the president and general manager of
R.M. Burritt Motors, Inc./Chris Cross, Inc., an automobile
dealership located in Oswego, New York.
Raymond W. Jung is retired. Previously Mr. Jung was the
owner of Raymond's Jewelers in Oswego, New York.
Bruce E. Manwaring is retired. Previously, Mr. Manwaring
was the owner and manager of Oswego Printing Company, Inc., a
commercial printing company located in Oswego, New York.
L. William Nelson, Jr. is the owner and manager of Nelson
Funeral Home located in Oswego, New York.
Victor S. Oakes is retired. Previously, Mr. Oakes was a
plant manager at Hammermill Paper Company in Oswego, New York.
Lawrence W. O'Brien is presently the project coordinator
with Neal-O'Brien Building and Materials Corporation located in
Oswego, New York. Until 1989, Mr. O'Brien was Chairman of the
Board and President of Neal-O'Brien Building and Materials
Corporation.
Janette Resnick is the Executive Director of Oswego
Opportunities, a private, not for profit human services agency
located in Oswego, New York.
Corte J. Spencer is the Chief Executive Officer and
Administrator of Oswego Hospital located in Oswego, New York.
Executive Officers Who Are Not Directors
Name Positions held With the Company
Anita J. Austin Internal Auditor
Melissa A. Dashnau Vice President, Secretary
James A. Dowd, CPA Controller
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CUSIP NO. 70320A 10 3 PAGE 4 OF 6 PAGES
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W. David Schermerhorn Executive Vice President-Lending
Thomas W. Schneider Executive Vice President and Chief
Financial Officer
(d) During the past five years, neither the Company nor the
Insiders have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither the Company nor the
Insiders have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction 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) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
In September 1997, the Issuer was formed for the purpose of
becoming the stock holding company of Oswego City Savings Bank
(the "Bank"). Pursuant to an Agreement and Plan of Reorganization
(the "Agreement") that was approved by the New York Banking
Department, the Bank became a wholly-owned subsidiary of the
Issuer, which became a majority-owned subsidiary of the Company.
Upon completion of the transactions contemplated by the
Agreement, each outstanding share of Common Stock, par value
$1.00 per share, of the Bank was converted into one share of
Common Stock, par value $.10 per share, of the Issuer.
Information with respect to conversion of Common Stock by
the Insiders has been filed with the SEC pursuant to Section
16(a) of the Exchange Act.
Item 4. Purpose of Transaction
The purpose of the establishment of the stock holding
company and conversion of shares of the Issuer's Common Stock
reported herein is for the facilitation of acquisition of other
financial institutions, the repurchase of common stock and the
diversification of holding company operations. However, while
the Company intends to exercise its rights as majority
stockholder, and other than as disclosed below, neither the
Company nor the Insiders currently have any plans or proposals
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 or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (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 articles of
incorporation, constitution, 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 deleted 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.
On September 5, 1997, Oswego City Savings Bank (the "Bank"),
the Issuer's wholly-owned subsidiary entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Oswego County
Savings Bank ("County Savings") providing for the merger County
Savings with and into Bank with the Bank as the surviving
institution (the "Merger"). County Savings is a New York
chartered mutual savings bank located in Oswego, New York.
The Merger Agreement provides that additional shares of the
Issuer's Common Stock equal to the fair value of County Savings
will be transferred to the Company. The transfer of additional
shares of the Common Stock to the Company is intended to
represent the value of the interest of the depositors of County
Savings that is being transferred
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CUSIP NO. 70320A 10 3 PAGE 5 OF 6 PAGES
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to the Bank. Minority Shareholders' equity interests will be
significantly diluted as a result of the Merger. At this time
however, it is impossible to quantify the extent of the dilution
Minority Shareholders will experience in their equity interest.
Such dilution will depend upon the fair value of County Savings
as determined by an independent appraisal, and the market price
of the Common Stock preceding the completion of the Merger. An
independent appraisal firm will determine the fair value of
County Savings as if County Savings were forming a mutual holding
company and conducting a minority stock offering.
The Merger is subject to various conditions, including
receipt of regulatory approvals from the Federal Reserve Board,
the Federal Deposit Insurance Corporation, and the New York
Banking Department, as well as receipt of approval of the
Company's shareholders and if necessary County Savings'
depositors. As a result of regulatory review the terms of the
Merger may be significantly modified.
In the future, the Company and/or the Insiders may determine
to purchase additional shares of the Issuer's Common Stock (or
other securities of the Issuer) or the Company and/or the
Insiders may determine to sell shares of the Issuer's Common
Stock. 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
a. As of February 6, 1998, the Company directly and
beneficially owned 1,552,500 shares of the Issuer's Common Stock,
which represented 54% of the issued and outstanding shares of
Common Stock on such date and reflects a recent 3 for 2 stock
split in the form of a stock dividend. Information with respect
to the number and percentage of shares owned by Insiders has been
filed with the SEC pursuant to Section 16(a) of the Exchange Act.
b. The Company has the sole power to vote and the sole
power to dispose of the shares of Common Stock owned by it,
subject to the requirement under New York law that the Company at
all times hold a majority of the shares of the Issuer's issued
and outstanding Common Stock. Information with respect to the
voting and dispositive power of Insiders with respect to the
Issuer's Common Stock has been filed with the SEC pursuant to
Section 16(a) of the Exchange Act.
c. The Company has not effected any transaction in the
Issuer's Common Stock within the past 60 days. Information with
respect to transactions by Insiders with respect to the Issuer's
Common Stock has been or will be filed with the SEC pursuant to
Section 16(a) of the Exchange Act.
d. No person or entity other than the Company 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 Issuer's Common Stock reported in this Schedule.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
As of the date of this Schedule, neither the Company nor any
of the Insiders is a party to any contract, arrangement,
understanding or relationship among themselves or 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 otherwise subject to a
contingency the occurrence of which would give another person
voting or investment power over the Common Stock. Certain
insiders have received options and recognition plan share awards.
Such options and stock awards are reflected in such insider
reports filed with the SEC pursuant to Section 16(a) of the
Exchange Act.
Item 7. Material to be Filed as Exhibits
None.
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CUSIP NO. 70320A 10 3 PAGE 6 OF 6 PAGES
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SIGNATURE
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.
PATHFINDER BANCORP, M.H.C.
By:/s/ Tom Schneider
---------------------------------------
Tom Schneider
Executive Vice President
Date: February 10, 1998
