SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Gouverneur Bancorp, Inc.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
383584 10 9
(CUSIP Number)
Jay L. Hack, Esq.
Serchuk & Zelermyer, LLP
81 Main Street
White Plains, New York 10601
(914) 761-2100
(Name, Address, Telephone Number of Person Authorized to Notices and
Communications)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ _ ]
1. Name of Reporting Person I.R.S. Identification No. of Above Person
Cambray Mutual Holding Company EIN: Not yet issued
2. Check the Appropriate Box if a Member of a Group
(a) [ _ ]
(b) [ _ ]
3. SEC Use Only
4. Source of Funds
00
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e). [ _ ]
6. Citizenship or Place of Organization
United States
<PAGE>
7. Number of Shares Beneficially Owned by Each Reporting Person With Sole
Voting Power:
1,311,222
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:
1,311,222
10. Number of Shares Beneficially Owned by Each Reporting Person With Shared
Dispositive Voting Power:
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,311,222
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ _ ]
13. Percent of Class Represented by Amount in Row (11) 55%
14. Type of Reporting Person
HC
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 Gouverneur
Bancorp, Inc., a Federal stock corporation (the "Issuer"). The address of the
Issuer's principal executive office is 42 Church Street, Gouverneur, New York
13642.
Item 2. Identity and Background
This Schedule is filed on behalf of Cambray Mutual Holding Company, a
mutual holding company (the "Company") chartered under the laws of the United
States by the Office of Thrift Supervision of the United States Department of
the Treasury (the "OTS"). The Company's principal business is to hold the
majority of the outstanding shares of the Issuer's Common Stock. The business
address of the Company is 42 Church Street, Gouverneur, New York 13642.
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"):
<PAGE>
Directors
Name Occupation
- ---- ----------
Richard F. Bennett President, Gouverneur Savings and Loan Association
Charles Graves Retired Savings and Loan Executive
Richard E. Jones Owner/Operator, J&H Feed and Farm Store
Frank Langevin Retired commercial building contractor
Robert Leader Attorney, Case & Leader LLP
Carl Petitto Retired restaurant owner
Larry A. Straw Vice President, Balmat Mining Division of Zinc
Corporation of America
(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 the Insiders are United States citizens.
Item 3. Source and Amount of Funds
The Common Stock acquired by the Company was acquired at no cost directly
from the Issuer. Shares of Common Stock owned by Insiders were acquired with
personal funds.
Item 4. Purpose of the Transaction
The Reporting Person acquired its 1,311,222 shares of Common Stock in
connection with the reorganization of Gouverneur Savings and Loan Association
(the "Bank") into the mutual holding company form of organization. The purpose
of the acquisition of the shares was to become the mutual holding company for
the Bank in accordance with OTS regulations. The purpose of the purchases by the
Insiders was for personal investment. The Insiders were not acting in concert
with each other or with the Company in connection with their stock purchases.
While the Company intends to exercise its rights as a 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, except as described below; (b) an extraordinary corporate transaction,
<PAGE>
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, 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 delisted from a national securities exchange or to cease to be
authorized to be 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 Securities Exchange Act; or (j) any action similar to any of those
enumerated above. However, the Company may elect to engage in such transactions
in the future.
The Issuer currently has an Employee Stock Ownership Plan (the "ESOP")
which owns 3.6% of the Issuer's Common Stock. As those shares are gradually
allocated to employees, it is anticipated that Mr. Bennett, as an
employee/officer of a subsidiary of the Issuer, will receive an allocation of
Common Stock into his ESOP subaccount in an amount which cannot now be
determined. In addition, it is anticipated that the Issuer will submit for
stockholder approval a stock option plan and a restricted stock plan which will
provide for the grant of options to purchase Common Stock and the award of
shares of restricted Common Stock to directors, officers and employees of the
Issuer and its subsidiaries, including the Insiders.
In the future, the Company or one or more of the Insiders may determine to
purchase or sell additional shares of the Issuer's Common Stock (or other
securities of the Issuer). Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and alternative
investment opportunities. Sales of the Common Stock of the Issuer by the Company
are severely restricted by OTS regulations.
Item 5. Interest in Securities of the Issuer
(a) As of March 30, 1999, the Company directly and beneficially owned
1,311,222 shares of the Issuer's Common Stock, which represented 55% of the
issued and outstanding shares of Common Stock on such date. The ownership of
Common Stock of the Issuer by Insiders, including shares owned both directly and
indirectly, is as follows:
- --------------------------------------------------------
Name Number of Shares Percent
- ---------------------------------------------------------
Richard Bennett 19,600 0.8%
- ---------------------------------------------------------
Charles Graves 2,000 0.1%
- ---------------------------------------------------------
Richard Jones 2,000 0.1%
- ---------------------------------------------------------
Frank Langevin 30,000 1.3%
- ---------------------------------------------------------
<PAGE>
- ---------------------------------------------------------
Robert Leader 25,000 1.0%
- ---------------------------------------------------------
Carl Petitto 5,000 0.2%
- ---------------------------------------------------------
Larry Straw 15,000 0.6%
- ---------------------------------------------------------
(b) The Company has the sole power to vote and the sole power to dispose of
the shares of Common Stock owned by it. Of the 19,600 shares of Common Stock
beneficially held by Mr. Bennett, he shares the power to vote and dispose of
13,000 shares with his wife and his wife has the sole voting and dispositive
power over the remaining 6,600 shares. Mr. Graves has the sole power to vote and
dispose of the shares of Common Stock beneficially owned by him. Of the 2,000
shares of Common Stock beneficially owned by Mr. Jones, he has sole voting and
dispositive power over 1,000 shares and his wife has sole voting and dispositive
power over 1,000 shares. Mr. Langevin has the sole power to vote and dispose of
the shares of Common Stock beneficially owned by him. Mr. Leader has the sole
power to vote and dispose of the shares of Common Stock beneficially owned by
him. Mr. Petitto shares voting and dispositive power over the shares of Common
Stock beneficially owned by him with his wife. Mr. Straw has the sole power to
vote and dispose of the shares of Common Stock beneficially owned by him.
(c) Other than the issuance to the Company and the purchase by the Insiders
of the shares of the Issuer's Common Stock, as of March 30, 1999, neither the
Company nor the Insiders have effected any transaction in the Issuer's Common
Stock in the past 60 days.
(d) No person or entity other than the Company or the Insiders 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 held by the
Company or the Insiders, respectively, except for the persons named in Item
5(b).
(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 power or investment power over the Common
Stock.
Item 7. Materials to be Filed as Exhibits
<PAGE>
None.
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.
Cambray Mutual Holding Company
By: /s/ Richard F. Bennett
----------------------
Richard F. Bennett
President and
Chief Executive Officer
Date: March 31, 1999
