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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WEST ESSEX BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
952698108
------------------------------------
(CUSIP Number)
Lori M. Beresford, Esq.
Muldoon, Murphy & Faucette LLP
5101 Wisconsin Avenue, N.W., Washington, D.C. 20016 (202) 362-0840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 2, 1999
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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 ss.ss.240.13(d)-1(e), 240.13d-1(f) or 240.13d- 1(g), check
the following box / /.
--
SEC 300 (07-98)
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SCHEDULE 13D
CUSIP No. 952698108 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
West Essex Bancorp, M.H.C. 22-3625863
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 2,350,121
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,350,121
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,350,121 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
56.00%
14 TYPE OF REPORTING PERSON
HC
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Item 1. Security and Issuer.
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This Schedule 13D relates to the shares of common stock, par value $.01
per share, of West Essex Bancorp, Inc. (the "Issuer"), a federal stock holding
company. The principal executive offices of the Issuer are located at 417
Bloomfield Avenue, Caldwell, New Jersey 07006.
Item 2. Identity and Background.
-----------------------
This Schedule 13D is being filed by West Essex Bancorp, M.H.C. ("the
"MHC"), a federally chartered mutual holding company. The MHC's principal
business is to hold the majority of the Issuer's shares of Common Stock. The
principal office of the MHC is located at 417 Bloomfield Avenue, Caldwell, New
Jersey 07006. During the past five years the MHC has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has the MHC been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, been 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 finding any violation with respect to such laws.
Attached as Schedule I hereto and incorporated herein by reference is a
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list containing the (a) name, (b) business or residential address, and (c)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of the MHC (the "Insiders").
To the MHC's knowledge, each of the directors and executive officers of the MHC
is a United States citizen, and none of such directors and executive officers
has, during the past five years, 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
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 finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On October 2, 1998, the Issuer was formed for the purpose of
becoming the stock holding company of West Essex Bank (the "Bank") and the MHC
was formed for the purpose of becoming the mutual holding company parent of the
Issuer. Pursuant to the 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 MHC (the "Mutual Holding Company
Reorganization"). On October 2, 1998, 2,350,121 shares of Common Stock were
issued to the MHC and 1,847,112 shares of Common Stock were issued to depositors
of the Bank and others.
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Item 4. Purpose of Transaction.
----------------------
The primary purpose of the Mutual Holding Company Reorganization,
which involved the conversion of the Bank from a mutual form of organization to
a stock form of organization and the establishment of the Issuer and the MHC,
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 association. 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 association and to provide community-oriented financial
services is expected to be preserved.
However, while the Mutual Holding Company intends to exercise its rights
as majority stockholder, neither the Mutual Holding 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 MHC and/or the Insiders may determine to purchase
additional shares of the Issuer's Common Stock (or other securities of the
Issuer) or the MHC 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.
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(a) The MHC beneficially owns 2,350,121 shares of the Issuer common stock
or 56% of outstanding shares.
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(b) The MHC has sole power to vote or direct the vote and sole power to
dispose or direct the disposition of 2,350,121 shares of the Issuer's common
stock.
(c) Other than the issuance to the MHC of the shares of Issuer's Common
Stock as of October 2, 1998, the Mutual Holding Company has not effected any
transaction in the Issuer's Common Stock within the past 60 days.
(d) No person other than the MHC has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities owned by the MHC as described in Item 5(a)-(b) above.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
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to Securities of the Issuer.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Not applicable.
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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.
WEST ESSEX BANCORP, MHC
By: /s/ Leopold W. Montanaro
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Leopold W. Montanaro
President and Chief Executive Officer
Date: April 16, 1999
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Schedule I
Directors and Executive Officers of West Essex Bancorp, M.H.C.
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The names, business address and present principal occupation of each
director, executive officer and controlling person of West Essex Bancorp, M.H.C.
are set forth below. Unless otherwise indicated, all persons are citizens of the
United States.
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
<S> <C> <C>
William J. Foody 417 Bloomfield Avenue Chairman of the Board of
Caldwell, New Jersey 07006 Directors of West Essex
Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank.
Managing partner in the
real estate firm of
Crowe Family Holdings.
Leopold W. Montanaro 417 Bloomfield Avenue Director, President and
Caldwell, New Jersey 07006 Chief Executive Officer
of West Essex Bancorp,
M.H.C., West Essex
Bancorp, Inc. and West
Essex Bank.
David F. Brandley 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank. Partner
in the law firm of
Brandley & Kleppe.
Everett N. Leonard 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank. Retired
Verona Borough Admini-
strator.
James P. Vreeland 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank. Retired
New Jersey State
Senator.
John J. Burke 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank.
President of J.J. Burke
& Associates.
Dennis A. Petrello 417 Bloomfield Avenue Executive Vice President
Caldwell, New Jersey 07006 and Chief Financial
Officer of West Essex
Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank.
Charles E. Filippo 417 Bloomfield Avenue Executive Vice President
Caldwell, New Jersey 07006 of West Essex Bancorp,
M.H.C. and West Essex
Bancorp, Inc. Executive
Vice President and Chief
Lending Officer of West
Essex Bank.
Craig L. Montanaro 417 Bloomfield Avenue Senior Vice President,
Caldwell, New Jersey 07006 Secretary and Treasurer
of West Essex Bancorp,
M.H.C., West Essex
Bancorp, Inc. and West
Essex Bank.
</TABLE>
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