UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. ______________)*
Midland Capital Holdings Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
59748B 10 8
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(CUSIP Number)
Kip. A. Weissman, P.C.
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 23, 1998
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(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 is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
*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).
Page 1 of 8
<PAGE>
CUSIP NO. 59748B 10 8 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (VOLUNTARY)
Paul M. Zogas
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 82,899
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
82,899
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,899
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Items 3 and 5 below. |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.77%
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14 TYPE OF REPORTING PERSON*
IN
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Page 2 of 8
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CUSIP NO. 59748B 10 8 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (VOLUNTARY)
Charles A. Zogas
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 82,899
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
82,899
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,899
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Items 3 and 5 below. |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.77%
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14 TYPE OF REPORTING PERSON*
IN
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Page 3 of 8
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $.01 par value (the "Common Stock"), of Midland Capital Holdings
Corporation ("Company"), located at 8929 South Harlem Avenue, Bridgeview,
Illinois 60455. On July 23, 1998, Midland Federal Savings and Loan Association
(the "Association") became a wholly-owned subsidiary of the Company. All
shareholders of the Association exchanged their common stock for the Company
Common Stock.
Item 2. Identity and Background
The name and addresses of the persons filing this statement are Paul
Zogas and Charles Zogas. The business address of Messrs. Paul Zogas and Charles
Zogas is 8929 South Harlem Avenue, Bridgeview, Illinois 60455. Mr. Zogas is the
Chairman of the Board, President and Chief Executive Officer and Charles Zogas
is the Executive vice President and Secretary of the Company and its subsidiary
the Association at the address stated above. During the last five years, Messrs.
Paul Zogas and Charles Zogas have not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in him being 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 being found in violation with respect to
such laws.
Messrs. Paul Zogas and Charles Zogas are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration
On June 8, 1993, the Office of Thrift Supervision (the "OTS") approved
Messrs. Paul Zogas, Charles Zogas, Bruce Kannry and Theodore Stux (Messrs. Paul
Zogas and Charles Zogas disclaim that he holds any shared voting or investment
power over any shares owned by Mr. Kanny. Mr. Stux no longer owns any shares of
the Association's or Company's common stock), collectively as an investor group,
to purchase, in their individual capacities, up to 57.3% of the Association's
common stock.
On June 30, 1992, in the Association's public offering, Mr. Paul Zogas
acquired 72,500 shares of the Association's common stock and Mr. Charles Zogas
acquired 72,500 shares of the Association's common stock. Personal and borrowed
funds were utilized by Paul Zogas and Charles Zogas to purchase the
Association's common stock. The name of the banks making such loans to Paul
Zogas and to Charles Zogas in the ordinary course of business were American
National Bank and Trust Company and Archer National Bank of Chicago. The
borrowed funds have been repaid in full. On the same date, Messrs. Paul Zogas
and Charles Zogas were each awarded options to purchase 8,625 shares of common
stock under the Association's Stock Option and Incentive Plan (the "Stock Option
Plan"), subject to shareholder approval of the Stock Option Plan which occurred
on October 20, 1993.
Page 4 of 8
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Messrs. Paul Zogas and Charles Zogas have each acquired beneficial
ownership of 82,899 shares of Company Common Stock as follows:
(i) 72,500 shares purchased with personal and borrowed funds for
an aggregate purchase price of $725,000
(ii) 4,312 shares awarded through the Company's Bank Incentive
Plan, of which 1,724 shares have vested.
(iii) 8,625 options were exercised at a price of $11 per share.
(iv) 50 shares purchased on the open market at $17.50 per share.
Item 4. Purpose of Transaction
All of the shares purchased and/or acquired by Messrs. Paul Zogas and
Charles Zogas are for investment purposes. Messrs. Paul Zogas and Charles Zogas
may, from time to time, depending upon market conditions and other investment
considerations, purchase, with prior OTS approval, if necessary, additional
shares of the Company for investment or dispose of shares of the Company. Paul
Zogas, as President and Chief Executive Officer and Charles Zogas as Executive
Vice President and Secretary of the Company regularly explore potential actions
and transactions which may be advantageous to the Company, including, but not
limited to, possible mergers, acquisitions, reorganizations or other material
changes in the business, corporate structure, management, policies, governing
instruments, capitalization, securities or regulatory or reporting obligations
of the Company.
Except as noted above, Paul Zogas and Charles Zogas have no plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities by the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Company, 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 Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
Page 5 of 8
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(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
Messrs. Paul Zogas and Charles Zogas beneficially own an aggregate of
165,798 shares of the Company's Common Stock, constituting 45.55% of the number
of shares of such Company Common Stock outstanding on the date hereof. Of the
165,798 shares owned beneficially by Messrs. Paul Zogas and Charles Zogas: (i)
Paul Zogas reported sole voting and investment power with respect to the 82,899
shares held by him, and (ii) Charles Zogas reported soled voting and investment
power with respect to the 82,899 shares held by him.
Pursuant to applicable OTS rules, Messrs. Paul Zogas and Charles Zogas
may be deemed to beneficially own the shares of Company Common Stock held by
each other due to their business relationship with one another; however, each of
the parties specifically disclaims that he holds any shared voting or investment
power over any shares owned by any other party filing this statement.
Except as stated above, no other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares held by Messrs. Paul Zogas and Charles Zogas. Other
than as set forth herein, there have been no transactions in the Company Common
Stock by the parties filing this statement during the last 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer
Other than the agreement regarding joint filing, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between Messrs. Paul Zogas and Charles Zogas, and any other person with respect
to any securities of the issuer, including but not limited to, transfer or
voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1. Agreement regarding joint filing.
Page 6 of 8
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SIGNATURE
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.
Date: July 29, 1998
/s/Paul Zogas
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Paul Zogas
Date: July 29, 1998
/s/Charles Zogas
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Charles Zogas
Page 7 of 8
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AGREEMENT
The undersigned each agree that the Schedule 13D being filed in
connection with their respective ownership of Common Stock in Midland Capital
Holdings Corporation on or about July 29, 1998, is being filed by the
undersigned as a group.
CONFIRMED AND AGREED TO:
Paul M. Zogas Charles A. Zogas
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/s/Paul M. Zogas /s/Charles A. Zogas
Date: July 29, 1998 Date: July 29, 1998
Page 8 of 8
