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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)
(Amendment No. ____)
Willow Grove Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
97111E 10 1
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(CUSIP Number)
Hugh T. Wilkinson, Esq.
Andrew Rosenstein, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
(202)347-0300
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(Name, Address, Telephone Number of Person Authorized to Receive Notices and
Communications)
December 23, 1998
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(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Page 1 of 8)
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CUSIP NO. 97111E 10 1 13D
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1
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Willow Grove Mutual Holding Company
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2
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 REQUIRED PURSUANT [ ]
TO ITEM 2(d) OR 2(e)
N/A
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING
PERSON WITH 2,812,974
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
2,812,974
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10 SHARED VOTING POWER
0
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,974
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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)
54.7%
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14
TYPE OF REPORTING PERSON
HC
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(Page 2 of 8)
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Item 1. Security and Issuer
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This Schedule 13D relates to shares of the common stock, par value $0.01
per share (the "Common Stock"), of Willow Grove Bancorp, Inc., a federal stock
corporation (the "Company"), whose principal executive offices are located at
Welsh and Norristown Road, Maple Glen, Pennsylvania 19002.
Item 2. Identity and Background
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(a)-(b)-(c) This Schedule 13D is filed on behalf of Willow Grove Mutual
Holding Company, a federally chartered mutual holding company (the "MHC"). The
MHC's principal business is to hold the majority of the Company's shares of
Common Stock. The business address of the MHC is Welsh and Norristown Road,
Maple Glen, Pennsylvania 19002.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the MHC (collectively, "Insiders"):
Name Occupation
---- ----------
Frederick A. Marcell, Jr. Director; President and Chief Executive
Officer of Willow Grove Bancorp, Inc.,
Willow Grove Mutual Holding Company and
Willow Grove Bank
William W. Langan Chairman of the Board of Willow Grove
Bancorp, Inc., Willow Grove Mutual
Holding Company and Willow Grove Bank;
President and owner of Marmetal
Industries, Inc.
Thomas M. Fewer Senior Vice President of Willow Grove
Bancorp, Inc., Willow Grove Mutual
Holding Company and Willow Grove Bank
John J. Foff, Jr. Senior Vice President and Chief Financial
Officer of Willow Grove Bancorp, Inc.,
Willow Grove Mutual Holding Company and
Willow Grove Bank
John T. Powers Senior Vice President and Secretary of
Willow Grove Bancorp, Inc., Willow Grove
Mutual Holding Company and Willow Grove
Bank
(Page 3 of 8)
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Name Occupation
---- ----------
Lewis W. Hull Director; Chairman of Hull Corp. and Hull
Company
J. Ellwood Kirk Director; Retired
Stanley B. Kitzelman Director; Retired
Charles F. Kremp, 3rd Director; President and owner of Charles
F. Kremp, 3rd, florist
A. Brent O'Brien Director; President and owner of the
insurance broker firm Bean, Mason & Eyer,
Inc.
Samuel H. Ramsey, III Director; President and owner of Samuel
H. Ramsey III, certified public
accountants
William B. Weihenmayer Director; Self-employed real estate
investor
(d) During the last five years, neither the MHC nor any of the Insiders
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither the Company nor any of the
Insiders has 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 finding 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 December 23, 1998, the Company was formed for the purpose of becoming
the stock holding company of Willow Grove Bank, a federally chartered mutual
savings bank, Maple Glen, Pennsylvania (the "Bank") and the MHC was formed for
the purpose of becoming the mutual holding company parent of the Company.
Pursuant to the Plan of Reorganization from Mutual Savings Bank to Mutual
Holding Company and Subsidiary Holding Company Formation (the "Plan of
Reorganization") and a related Plan of Stock Issuance ("Plan of Stock
Issuance"), effective December 23, 1998, the Bank became a wholly owned
subsidiary of the Company, which became a majority owned subsidiary of the
MHC (the "Mutual Holding Company Reorganization"). On December 23, 1998,
2,812,974 shares of Common Stock were issued to the MHC at no cost to the
MHC. In addition, on December 23, 1998, certain Insiders purchased shares of
Common Stock using their personal funds. All shares purchased by Insiders
were purchased at a price of $10.00 per share.
(Page 4 of 8)
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Item 4. Purpose of Transaction
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The primary purpose of the Mutual Holding Company Reorganization 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 through their ownership interests in the
Company. The mutual holding company structure permitted the Company 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 Company greater
flexibility to structure and finance the expansion of operations and to
diversity into other financial services. Because the Company only issued a
minority of the Common Stock for sale to the public 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-related
financial services is expected to be preserved.
While the MHC and Insiders intend to exercise their rights as stockholders,
neither the MHC nor the Insiders currently has any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, 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 Company; (f)
any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter or bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted 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.
Item 5. Interest in Securities of the Issuer
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(a) As of December 23, 1998, the MHC directly and beneficially owned
2,812,974 shares of the Company's Common Stock, which represented 54.7% of the
issued and outstanding shares of Common Stock on such date. The following table
sets forth information with respect to the shares of Common Stock beneficially
owned by the Insiders as of December 23, 1998, all of such shares were purchased
by the Insiders in the subscription offering conducted by the Company in
accordance with the Plan of Reorganization and the Plan of Stock Issuance:
(Page 5 of 8)
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No. of Shares % of Outstanding
Name Beneficially Owned Common Stock
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Frederick A. Marcell, Jr. (1) 30,650 .60%
William W. Langan (2) 15,000 .29%
Thomas M. Fewer (3) 24,600 .48%
John J. Foff, Jr. (4) 8,000 .16%
John T. Powers (5) 7,600 .15%
Lewis W. Hull 20,000 .39%
J.Ellwood Kirk (6) 13,000 .25%
Stanley B. Kitzelman - 0 - 0.0%
Charles F. Kremp, 3rd 10,000 .19%
A. Brent O'Brien (7) 15,000 .29%
Samuel H. Ramsey, III 28,900 .56%
William B. Weihenmayer(8) 32,500 .63%
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(1) Mr. Marcell shares voting and dispositive power for 30,000 shares which are
held by the Company's 401(k) plan.
(2) Mr. Langan shares voting and dispositive power with his spouse.
(3) Mr. Fewer shares voting and dispositive power for 10,000 shares with his
spouse. Mr. Fewer shares voting and dispositive power for 13,600 shares which
are held by the Company's 401(k) plan.
(4) Mr. Foff shares voting and dispositive power for 6,700 shares which are held
by the Company's 401(k) plan.
(5) Mr. Powers shares voting and dispositive power with his children living with
him for 100 shares. Mr. Powers shares voting and dispositive power for 6,000
shares which are held by the Company's 401(k) plan.
(6) Mr. Kirk shares voting and dispositive power with his spouse.
(7) Mr. O'Brien shares voting and dispositive power with his spouse.
(8) Mr. Weihenmayer shares voting and dispositive power for 5,000 of his 32,500
shares with his two minor children.
(b) The MHC has sole voting power over 2,812,974 shares and sole
dispositive power over 2,812,974 shares. The Insiders have voting and
dispositive power over the shares listed in Item 5(a) above as discussed in the
footnotes to Item 5(a).
(Page 6 of 8)
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(c) Other than the issuance to the MHC of the 2,812,974 shares of the
Company's Common Stock and the purchase by the Insiders of the shares of Common
Stock listed in Item 5(a) above, neither the MHC nor any Insider has effected
any transaction in the Company's Common Stock within the past 60 days. For
information with respect to such issuance, see Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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As of the date of this Schedule 13D, neither the MHC 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
Company, 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.
(Page 7 of 8)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
WILLOW GROVE
MUTUAL HOLDING COMPANY
March 24, 1999 By: /s/ Frederick A. Marcell, Jr.,
---------------------------------
Frederick A. Marcell, Jr.,
as President and Chief Executive
Officer
(Page 8 of 8)
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