SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SERVICE BANCORP, INC.
(Name of Issuer)
___________________________________________________________________________
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
___________________________________________________________________________
81756X 10 3
(CUSIP Number)
___________________________________________________________________________
Robert B. Pomerenk, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2011
(Name, Address, Telephone number of Person Authorized to Receive Notices
and Communications)
___________________________________________________________________________
October 7, 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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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Service Bancorp, MHC EIN: 04-1609600
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO - Shares of Common Stock of Summit Bank held by the Reporting
Person were converted into shares of Common Stock of Service Bancorp,
Inc.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D)
OR 2(e) |_|
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
907,693
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
907,693
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,693
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0
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14. TYPE OF REPORTING PERSON
HC
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<PAGE>
Item 1. Security and Issuer
- ----------------------------
The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, $.01 par value per share ("Common Stock"), of Service
Bancorp, Inc., a Massachusetts stock corporation (the "Issuer"). The address
of the Issuer's principal executive office is 81 Main Street, Medway,
Massachusetts.
Item 2. Identity and Background
- --------------------------------
This Schedule is filed on behalf of Service Bancorp, MHC, a
Massachusetts 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 81 Main Street, Medway,
Massachusetts.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
trustee of the Company ("Insiders"):
Trustees
Name Occupation
- ---- ----------
Kelly A. Adler Accountant
William L. Casey Corporate Manager of Credit and Sales
Accounting, Analog Devices, Inc.
Paul J. DeSimone Owner, DeSimone Surveying Service
John G. Dugan Attorney
Richard Giusti Manager of Administration & Finance,
Metropolitan Machine Co. Inc.
John Hasenjaeger Professor, Boston College School of
Management
Robert J. Heavey President and Treasurer, RJ Heavey Co., Inc.
Thomas R. Howie Vice President, Howie Oil Company, Inc.
Kenneth C.A. Isaacs Real Estate Trustee
Paul V. Kenney Attorney
Eugene R. Liscombe Certified Public Accountant
Robert A. Matson Chartered Financial Consultant
James W. Murphy Insurance Broker
Lawrence E. Novick Tax and Financial Services Advisor
Eugene G. Stone President and Chief Executive Officer,
Summit Bank
<PAGE>
Executive Officers Who Are Not Trustees
Name Current Position
- ---- ----------------
Warren W. Chase, Jr. Vice President and Treasurer
Kevin H. Kane Vice President
John J. Mogan, Jr. Vice President
Pamela J. Mozynski Vice President
Daniel G. Trombley Vice President
(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
- ----------------------------------------------------------
On August 13, 1998, the Issuer was formed for the purpose of becoming
the stock holding company of Summit Bank (the "Bank"), and the Company was
formed in September 1997 for the purpose of becoming the mutual holding
company parent of the Bank. Pursuant to a Plan of Stock Issuance (the "Plan"),
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 October 7, 1998, 907,693 shares were issued to the
Company, and 804,936 shares were issued to depositors of the Bank and others.
Item 4. Purpose of Transaction
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The primary purpose of the Mutual Holding Company Reorganization, which
involved 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 trustees 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
mutual savings banks. 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. The holding company form of
organization is expected to provide additional flexibility to diversify the
Bank's business activities through existing or newly formed subsidiaries, or
through acquisitions of or mergers with other financial institutions, as well
as other companies. The Mutual Holding Company Reorganization enables the
Bank to better manage its capital by giving it broader investment
opportunities through the holding company structure, and enables it to
distribute capital to stockholders of the Issuer in the form of dividends and
stock repurchases. 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
<PAGE>
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.
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 October 16, 1998, the Company directly and beneficially
owned 907,693 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 October 7, 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
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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.
<PAGE>
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.
SERVICE BANCORP, MHC
By: \s\ Eugene G. Stone
Eugene G. Stone
President and Chief Executive
Officer
Date: October 16, 1998
