SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
ONEIDA FINANCIAL CORP.
(Name of Issuer)
- --------------------------------------------------------------------------------
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
- --------------------------------------------------------------------------------
682478-1-0-2
(CUSIP Number)
- --------------------------------------------------------------------------------
Alan Schick, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2008
(Name, Address, Telephone number of Person Authorized to
Receive Notices and Communications)
- --------------------------------------------------------------------------------
December 30, 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 that is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
(Continued on following pages)
Page 1 of 6 Pages
<PAGE>
CUSIP NO. 682478-1-0-2 Page 2 of 6 Pages
================================================================================
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Oneida Financial, MHC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D)
OR 2(e) |_|
Not Applicable
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
1,915,445
- --------------------------------------------------------------------------------
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
1,915,445
- --------------------------------------------------------------------------------
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,915,445
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
================================================================================
2
<PAGE>
CUSIP NO. 682478-1-0-2 Page 3 of 6 Pages
Item 1. Security and Issuer
- ----------------------------
The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, $.10 par value per share ("Common Stock"), of Oneida
Financial Corp., a Delaware stock corporation (the "Issuer"). The address of the
Issuer's principal executive office is 182 Main Street, Oneida, New York, 13421.
Item 2. Identity and Background
- --------------------------------
This Schedule is filed on behalf of Oneida Financial, MHC, a New York
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 182 Main Street, Oneida, New York, 13421.
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
<TABLE>
Name Occupation
- ---- ----------
<S> <C>
Nicholas J. Christakos Investor and Consultant
Michael R. Kallet President and Chief Executive Officer, The Oneida Savings Bank
Patricia D. Caprio Director of Development Programs, Colgate University
Edward J. Clarke President, Kennedy & Clarke, Inc.
James J. Devine, Jr. Attorney, Kiley Law Firm, P.C.
John E. Haskell President, Bailey & Haskell Associates, Inc.
William D. Matthews Chairman and Chief Executive Officer, Oneida, Ltd., and Director
of Conmed Corporation
Michael W. Milmoe President, Canastota Publishing Co., Inc.
Richard B. Myers Orthodontist, Orthodontic Associates, C.N.Y., P.C.
Frank O. White, Jr. Assistant Director of Athletics, Colgate University
</TABLE>
Executive Officers Who Are Not Trustees
<TABLE>
Name Current Position
- ---- ----------------
<S> <C>
Michael R. Kallet President and Chief Executive Officer
Eric E. Stickels Senior Vice President and Chief Financial Officer
Thomas H. Dixon Senior Vice President/Credit Administration
</TABLE>
3
<PAGE>
CUSIP NO. 682478-1-0-2 Page 4 of 6 Pages
(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
- ----------------------------------------------------------
In September, 1998, the Issuer was formed for the purpose of becoming the
stock holding company of The Oneida Savings Bank (the "Bank"); and the Company
was formed for the purpose of becoming the mutual holding company parent of the
Issuer. Pursuant to Plan of Reorganization from a Mutual Savings Bank to a
Mutual Holding Company and Stock Issuance Plan (the "Plan of Reorganization"),
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 December 30, 1998, 1,915,445 shares were issued to the
Company, 1,594,593 shares were issued to depositors of the Bank and 70,162
shares were contributed to the The Oneida Savings Bank Charitable Foundation.
Item 4. Purpose of Transaction
- -------------------------------
The primary purpose of the Mutual Holding Company Reorganization, which
involved the conversion of the Bank to the stock form and 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 a mutual savings bank. 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 Issuer in the form of
dividends and stock repurchases. Due to the fact 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 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 certificate 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.
4
<PAGE>
CUSIP NO. 682478-1-0-2 Page 5 of 6 Pages
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 December 30, 1998, the Company directly and beneficially owned
1,915,445 shares of the Issuer's Common Stock, which represented 53.5% 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 December 30, 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
- ------------------------------------------------------------------------------
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.
5
<PAGE>
CUSIP NO. 682478-1-0-2 Page 6 of 6 Pages
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.
ONEIDA FINANCIAL CORP.
By: /s/ Michael R. Kallet
Michael R. Kallet
President and Chief Executive Officer
Date: January 5, 1999
