SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LIBERTY BANCORP, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
529905 10 1
(CUSIP Number)
Kenneth R. Lehman, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2009
(Name, Address, Telephone number of Person Authorized
to Receive Notices and Communications)
June 30, 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 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. 529905 10 1 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
Liberty Bancorp, MHC. EIN: To Be Applied For
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
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
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
2,067,729
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
2,067,729
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,067,729
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53%
14. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 529905 10 1 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, $1.00 par value per share
("Common Stock"), of Liberty Bancorp, Inc., a Federal stock
corporation (the "Issuer"). The address of the Issuer's
principal executive office is 1410 St. Georges Avenue, Avenel,
New Jersey 07001.
Item 2. Identity and Background
This Schedule is filed on behalf of Liberty Bancorp, MHC, a
Federally 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 1410 St. Georges Avenue, Avenel, New Jersey 07001.
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
<TABLE>
<CAPTION>
Name Occupation
- -----------------------------------------------------------------
<S> <C>
John R. Bowen Chairman, President and Chief
Executive Officer, Liberty Bank
Michael J. Widmer Executive Vice President and Chief
Financial Officer, Liberty Bank
Neil R. Bryson Doctor of Dental Surgery, Private
Practice
Anthony V. Caruso Attorney and Legal Counsel to Liberty
Bank; Member of the Board of
Governors of the Rahway Hospital
John W. Fox General Partner, The Linden
Investment Co.; Chairman of the Board
of Trustees, The Children's
Specialized Hospital
Donald F. Marsh Retired
John C. Marsh President and Chief Executive
Officer, Consumers International
Paul J. McGovern Certified Public Accountant; Member
of the Board of Trustees, Don Bosco
Preparatory School
Nelson L. Taylor President and Owner, West End Garage,
Inc.; Member of the Board of
Governors, The Rahway Hospital
Executive Officers Who Are Not Directors
Name Current Position
- -----------------------------------------------------------------
Lucille Capece Vice President of Operations
Brian C. Messett Vice President of Lending
Joseph F. Coccaro Treasurer
Leslie C. Whelan Corporate Secretary
</TABLE>
(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).
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CUSIP NO. 529905 10 1 PAGE 4 OF 6 PAGES
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(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
On June 26, 1998, the Issuer was formed for the purpose of
becoming the stock holding company of Liberty Bank (the "Bank,"
and formerly "Axia Federal Savings Bank") and the Company was
formed for the purpose of becoming the mutual holding company
parent of the Issuer. Pursuant to Plan of Reorganization (the
"Plan of Reorganization"), the Bank became a wholly-owned
subsidiary of the Issuer, which became a majority-owned
subsidiary of the Company (the "Mutual Holding Company
Reorganization"). On June 30, 1998, 2,067,729 shares of Common
Stock were issued to the Company, and 1,833,646 shares of Common
Stock were issued to depositors of the Bank and others.
Item 4. Purpose of Transaction
The primary purpose of the Mutual Holding Company
Reorganization, which involved the conversion of the Bank to the
stock form and the establishment of the Issuer and the Company,
was to establish a structure that will enable the Bank to compete
and expand more effectively in the financial services
marketplace, and that will enable the Bank's depositors,
employees, management and directors to obtain an equity ownership
interest in the Bank. The mutual holding company structure
permitted the Issuer to sell capital stock, which is a source of
capital not available to a mutual savings bank. The transaction
also gives the Bank and the Issuer greater flexibility to
structure and finance the expansion of operations, including the
potential acquisition of other financial institutions, and to
diversify into other financial services. Because the Issuer only
issued a minority of the Common Stock for sale in the Mutual
Holding Company Reorganization, the Bank's mutual form of
ownership and its ability to remain an independent savings bank
and to provide community-oriented financial services is expected
to be preserved.
However, while the Company intends to exercise its rights as
majority stockholder, 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 charter or 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.
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.
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CUSIP NO. 529905 10 1 PAGE 5 OF 6 PAGES
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Item 5. Interest in Securities of the Issuer
a. As of July 1, 1998, the Company directly and
beneficially owned 2,067,729 shares of the Issuer's Common Stock,
which represented 53% of the issued and outstanding shares of
Common Stock on such date.
b. The Company has the sole power to vote and the sole
power to dispose of the shares of Common Stock owned by it.
c. Other than the issuance to the Company of the shares of
Issuer's Common Stock as of June 30, 1998, the Company has not
effected any transaction in the Issuer's Common Stock within the
past 60 days.
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.
Item 7. Material to be Filed as Exhibits
None.
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CUSIP NO. 529905 10 1 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.
LIBERTY BANCORP, MHC
By:/s/ Michael J. Widmer
---------------------------------------
Michael J. Widmer
Executive Vice President and
Chief Financial Officer
Date: July 6, 1998
