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)
GREENE COUNTY BANCORP, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
394357 10 7
(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) 274-2000
(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 is 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
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greene County Bancorp, MHC EIN: To be applied for
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
1,047,560
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
1,047,560
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,047,560
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.53%
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, $.10 par value per share ("Common Stock"), of
Greene County Bancorp, Inc., a Delaware stock corporation (the "Issuer").
The address of the Issuer's principal executive office is 425 Main Street,
Catskill, New York 12414-1317.
Item 2. Identity and Background
This Schedule is filed on behalf of Greene County Bancorp, 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 425 Main Street, Catskill, New York
12414-1317.
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
Walter H. Ingalls Retired Lumber Company President
J. Bruce Whittaker President and Chief Executive Officer, The Bank of
Greene County
Richard J. Buck Retired Partner, Insurance Agency
Raphael Klein Retired Movie Theater Owner
Paul Slutzky General Manager-Construction Company
Anthony Camera, Jr. Retired President and Chief Executive Officer, Mutual
Insurance Company
Dennis R. O'Grady Pharmacist/Co-Owner-Mikhitarian Pharmacy
Martin C. Smith Employee-Main Bros. Oil Co., Inc.
Executive Officers Who Are Not Trustees
Name Current Position
Bruce P. Egger Vice President and Secretary
Edmund L. Smith, Jr. Vice President and Treasurer
Daniel T. Sager Vice President-Lending
(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 December 30, 1998, the Issuer was formed for the purpose of becoming the
stock holding company of The Bank of Greene County (the "Bank") and the Company
was formed for the purpose of becoming the mutual holding company parent of the
Issuer. Pursuant to the Plan of Reorganization for 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, 1,047,560 shares of Common Stock were
issued to the Company, and 909,497 shares of Common Stock were issued to
depositors of the Bank and others.
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 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 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 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. 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 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.
<PAGE>
Item 5. Interest in Securities of the Issuer
a. As of December 30, 1998, the Company directly and beneficially owned
1,047,560 shares of the Issuer's Common Stock, which represented 53.53% 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 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.
<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.
GREENE COUNTY BANCORP, MHC
By:
J. Bruce Whittaker
President and Chief Executive Officer
Date: January __, 1999
