SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SOUND FEDERAL BANCORP
(Name of Issuer)
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COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
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83607T 10 9
(CUSIP Number)
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Alan Schick, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
(Name, Address, Telephone number of Person Authorized to Receive
Notices and Communications)
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October 8, 1998
(Date of Event which Requires Filing of this Statement)
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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
Sound Federal, MHC EIN: To be applied for
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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
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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
United States
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
2,810,510
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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
2,810,510
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,810,510
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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)
53.92%
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14. TYPE OF REPORTING PERSON
HC
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<PAGE>
Item 1. Security and Issuer
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The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, $.10 par value per share ("Common Stock"), of Sound
Federal Bancorp, a Federal stock corporation (the "Issuer"). The address of
the Issuer's principal executive office is 300 Mamaroneck Avenue, Mamaroneck,
New York 10543.
Item 2. Identity and Background
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This Schedule is filed on behalf of Sound Federal, 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 300 Mamaroneck Avenue, Mamaroneck, New York
10543.
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
Name Occupation
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Bruno J. Gioffre Chairman of the Board of Directors of Sound Federal
Savings and Loan Association and Sound Federal
Bancorp, General Counsel to Sound Federal Savings
and Loan Association and counsel to the law firm of
Gioffre & Gioffre.
Richard P. McStravick President and Chief Executive Officer, Sound
Federal Savings and Loan Association, Sound
Federal, MHC and Sound Federal Bancorp
James Staudt Attorney - McCullough, Goldberger & Staudt
Donald H. Heithaus President and Chief Executive Officer-Happiness
Laundry Service, Inc.
Joseph A. Lanza President - Lanza Electric and Mayor of the Village
of Mamaroneck
Robert P. Joyce Retired - Previously President of Joyce Marketing
Corporation
Arthur C. Phillips, Jr. Pension and Welfare Funds Manager for the Industry
and Local 338 Pension and Welfare Fund
Executive Officers Who Are Not Directors
Name Current Position
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Stephen P. Milliot Chief Financial Officer and Treasurer
William H. Morel Senior Vice President and Secretary
(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
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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
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On October 8, 1998, the Issuer was formed for the purpose of becoming the
stock holding company of Sound Federal Savings and Loan Association (the
"Association" ) and the Company 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 Association became a
wholly-owned subsidiary of the Issuer, which became a majority-owned
subsidiary of the Company (the "Mutual Holding Company Reorganization"). On
October 8, 1998, 2,810,510 shares of Common Stock were issued to the Company,
and 2,401,708 shares of Common Stock 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 conversion of the Association from a mutual form of organization
to a stock form of organization and the establishment of the Issuer and the
Company, was to establish a structure that will enable the Association to
compete and expand more effectively in the financial services marketplace, and
that will enable the Association's depositors, employees, management and
directors to obtain an equity ownership interest in the Association. 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 Association 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 Association'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 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.
Item 5. Interest in Securities of the Issuer
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a. As of October 8, 1998, the Company directly and beneficially owned
2,810,510 shares of the Issuer's Common Stock, which represented 53.92% of the
issued and outstanding shares of Common Stock on such date.
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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 8, 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
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None.
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SIGNATURE
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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.
SOUND FEDERAL, MHC
By: /s/ Richard P. McStravick
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Richard P. McStravick
President and
Chief Executive Officer
Date: October 27, 1998
