UNITED STATES
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
(Title of Class of Securities)
70320A 10 3
(CUSIP Number)
Seymour Holtzman
c/o Jewelcor Companies
100 N. Wilkes-Barre Blvd.
Wilkes-Barre, Pennsylvania 18702
(717) 822-6277
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 27, 1998
(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 subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) or (4), check the following box.
Check the following box if a fee is being paid with the 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 five percent or less of such class.)
(see Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
(Continued on following pages)
Page 1 of 13 pages
Index to Exhibits on Page
<PAGE>
SCHEDULE 13D
CUSIP No. 70320A 10 3 Page 2 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SEE ITEM 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 70320A 10 3 Page 3 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SEE ITEM 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 70320A 10 3 Page 4 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
"Jewelcor Management, Inc."
Federal Identifiction No. 23-2331228
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
200,714
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 200,714
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,714
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.98%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 70320A 10 3 Page 5 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 70320A 10 3 Page 6 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Pennsylvania
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D ("Schedule 13D") relates to the common stock
(the "Common Stock") of Pathfinder Bancorp, Inc. ("Pathfinder"). Pathfinder's
principal executive offices are located at 214 West First Street, Oswego,
New York 13126.
Item 2. Identity and Background.
This Statement is being filed on behalf of Jewelcor Management, Inc.,
a Nevada Corporation ("JMI"). JMI is a wholly owned subsidiary of Jewelcor
Inc., which is a wholly owned subsidiary of S.H. Holdings, Inc. (each, a
"Company" and collectively, the "Companies"). The Companies are located at
100 N. Wilkes-Barre Boulevard, Wilkes-Barre, Pa 18702. Seymour Holtzman and
Evelyn Holtzman, his wife, own, as tenants by the entirety, a majority interest
of S.H. Holdings, Inc.
Mr. Holtzman is the President and Chairman of the Board of Directors of
each of the Companies. James Verano is the Vice President, the Treasurer and
a Director of each of the Companies. Maria Sciandra is the Secretary and a
Director of each of the Companies.
During the five years immediately prior to the date hereof, neither the
Reporting Person nor, to their best knowledge, any of the other persons whose
names are set forth in Schedule I, (i) has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), or (ii) has
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
judgment, decree or final order enjoining future violations of, prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Mr. Holtzman and Mrs. Holtzman are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
In October of 1996, Jewelcor Management and Consulting, Inc.
("JM&C"), a Pennsylvania Corporation, transferred all of its 145,800 shares of
Oswego City Savings Bank ("Oswego") to JMI, said transfer having occurred
prior to Oswego becoming a wholly owned subsidiary of Pathfinder. On December
30, 1997, Pathfinder acquired all of the issued and outstanding common stock of
Oswego in connection with Oswego's reorganization into the mid-tier form mutual
holding company ownership. At that time, each share of outstanding Oswego common
stock was automatically converted into one share of the Pathfinder's common
stock.
JM&C and JMI are affiliated companies. Both entities are wholly owned
subsidiaries of Jewelcor Inc. which is a wholly owned subsidiary of S.H.
Holdings Inc. As stated above, Mr. Holtzman and Mrs. Holtzman own a majority
interest in S.H. Holdings, as tenants by the entirety. JM&C has the same
officers and directors as does JMI.
From January 10, 1996 to March 29, 1997, JMI purchased 33,072 shares
of Oswego at an aggregate cost of $315,885.35. The aforesaid purchases were
executed using funds borrowed by JMI against its margin account with Bear
Stearns Securities. Since June 4, 1997, JMI has sold 48,963 shares of the
Issuer. Also, on February 5, 1998, JMI was issued 70,805 shares of Pathfinder in
a 3:2 stock split.
Item 4. Purpose of Transaction
The Reporting Person has, at this time, acquired its respective shares of
common stock (the "Common Stock") of Pathfinder Bancorp, Inc. (the "Company")
for the purpose of investment. The Reporting Person is evaluating, and expects
to continue to evaluate, its respective perceptions of the investment potential
of the Common Stock and, depending on various factors including the results of
such evaluation, the Company's business prospects and financial position, other
developments concerning the Company, the price level of the Common Stock,
available opportunities to acquire or dispose of the Common Stock or realize
trading profits, conditions in the securities markets and general economic and
industry conditions, reinvestment opportunities and developments relating to
its respective businesses, the Reporting Person may in the future take such
actions with respect to such holdings in the Company as it deems appropriate in
light of the circumstances existing from time to time. Such actions may include
the purchase of additional shares of Common Stock in the open market, through
privately negotiated transactions with third parties or otherwise, or the sale
at any time, in the open market, through privately negotiated transactions with
third parties or otherwise, of all or a portion of the Common Stock now owned
or hereafter acquired.
Item 5. Interest in Securities of the Issuer.
As of May 27, 1998, JMI beneficially owns an aggregate of 200,714 shares
of Common Stock. Based upon Pathfinder's Form 14-A filed March 30, 1998, which
reports the number of outstanding shares of the Pathfinder to be 2,874,999, JMI
beneficially owns approximately 6.98% of said outstanding shares.
The responses of the Reporting Person to Items (7) through (11) of the
cover pages to this Schedule 13D relating to the beneficial ownership of shares
of Common Stock of the Issuer are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
See Exhibit A for a list of transactions.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: May 28, 1998
/s/ Seymour Holtzman
Seymour Holtzman
/s/ Evelyn Holtzman
Evelyn Holtzman
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
JEWELCOR INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
<PAGE>
<TABLE>
<CAPTION> Exhibit A
LIST OF TRANSACTIONS
TOTAL COST/
PURCHASED/SOLD NUMBER OF SHARES <NET PROCEEDS>
DATE PURCHASED THROUGH PURCHASED/<SOLD> WITH COMMISSION
- -------------- --------- ---------------- ---------------
<S> <C> <C> <C>
JEWELECOR MGT. INC.
1/10/96 500 5,166.25
1/24/96 1,500 14,698.75
1/26/96 7,200 70,459.00
2/7/96 2,034 19,668.36
2/8/96 10,838 104,692.99
4/2/96 10,000 88,125.00
10/96 *145,800
3/29/97 1,000 13,075.00
6/4/97 <3,000> <40,033.66>
8/6/97 <3,500> <53,183.22>
8/19/97 <2,600> <40,933.63>
8/26/97 <4,600> <76,802.43>
1/22/98 <23,563> <656,796.73>
2/5/98 **70,805
2/19/98 <2,000> <39,928.66>
2/20/98 <1,500> <30,321.49>
2/24/98 <1,000> <20,714.30>
2/27/98 <1,000> <20,964.30>
3/4/98 <1,500> <31,446.45>
3/13/98 <1,000> <20,964.30>
3/26/98 <3,000> <68,892.70>
5/27/98 <700> <16,071.46>
------ ------------
TOTAL SHARES: 201,414
* SHARES TRANSFERRED FROM JEWELCOR MANAGEMENT AND CONSULTING,INC.
** SHARES ISSUED AS RESULT OF 3:2 STOCK SPLIT
</TABLE>
