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. ____)
Oswego County Bancorp, Inc.
_____________________________________________________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
688636 10 9
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(CUSIP Number)
John P. Soukenik, 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)
July 13, 1999
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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 Sections 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)
CUSIP No. 688636 10 9 13D
1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oswego County MHC
16-1570809
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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 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 471,750
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
471,750
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,750
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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)
53.2%
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14 TYPE OF REPORTING PERSON
HC
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(Page 2 of 8)
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 Oswego County Bancorp, Inc., a Delaware
corporation (the "Company"), whose principal executive offices are located at
44 East Bridge Street, Oswego, New York 13126.
Item 2. Identity and Background
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(a)-(b)-(c) This Schedule 13D is filed on behalf of Oswego County MHC, a
New York- 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 44 East Bridge Street, Oswego, New York 13126.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
trustee of the MHC (collectively, "Insiders"):
Name Occupation
---- ----------
Gregory J. Kreis Trustee; President and Chief Executive
Officer of Oswego County Bancorp, Inc.,
Oswego County MHC and Oswego County
Savings Bank
Robert H. Hillick Senior Vice President and Treasurer of
Oswego County Bancorp, Inc., Oswego
County MHC and Oswego County Savings Bank
Gregory H. May Senior Vice President, Consumer Lending
of Oswego County Bancorp, Inc., Oswego
County MHC and Oswego County Savings Bank
Judith S. Percy Senior Vice President, Operations of
Oswego County Bancorp, Inc., Oswego
County MHC and Oswego County Savings Bank
Mary E. Lilly Vice President, Security and Compliance
of Oswego County Bancorp, Inc., Oswego
County MHC and Oswego County Savings Bank
Ronald Tascarella Vice President, Commercial Lending of
Oswego County Bancorp, Inc., Oswego
County MHC and Oswego County Savings Bank
Michael R. Brower Trustee; Managing Member and Chief
Executive Officer of the Oswego Cranberry
Company
Bruce P. Frassinelli Trustee; Retired
(Page 3 of 8)
Name Occupation
---- ----------
Paul J. Heins Trustee; Owner of Paul's Big M Grocery
Store, Oswego, New York
Paul W. Schneible Trustee; Owner of Paul W. Schneible, CPA,
Accountants and Consultants, Oswego, New
York
Bernard Shapiro Trustee; Retired
Carl K. Walrath Trustee; Retired
(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 adminis-
trative 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 April 21, 1999, the Company was formed for the purpose of becoming the
stock holding company of Oswego County Savings Bank, a New York chartered
mutual savings bank, Oswego, New York (the "Bank"). On July 13, 1999, 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 Plan of Stock Issuance (the "Plan"), as
amended and restated, 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 July 13, 1999, 471,750 shares of
Common Stock were issued to the MHC at no cost to the MHC. In addition, on
July 13, 1999, 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)
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 stock-
holders, 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
certificate of incorporation 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 July 13, 1999, the MHC directly and beneficially owned 471,750
shares of the Company's Common Stock, which represented 53.2% 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 July 13, 1999, all of such shares
were purchased by the Insiders in the subscription offering conducted by the
Company in accordance with the Plan:
(Page 5 of 8)
No. of Shares % of Outstanding
Name Beneficially Owned Common Stock
---- ------------------ -----------------
Gregory J. Kreis (1) 12,454 1.40%
Robert H. Hillick (2) 2,456 .28%
Gregory H. May (3) 366 .04%
Judith S. Percy (4) 822 .09%
Mary E. Lilly (5) 726 .08%
Ronald Tascarella (6) 830 .09%
Michael R. Brower (7) 1,150 .13%
Bruce P. Frassinelli 1,000 .11%
Paul J. Heins (8) 3,500 .39%
Paul W. Schneible 6,000 .68%
Bernard Shapiro (9) 2,500 .28%
Carl K. Walrath (10) 5,000 .56%
________________________________
(1) Mr. Kreis shares voting and dispositive power for 12,454 shares
which are held by the Company's 401(k) plan.
(2) Mr. Hillick shares voting and dispositive power for 60 shares with
his minor child. Mr. Hillick shares voting and dispositive power
for 2,396 shares which are held by the Company's 401(k) plan.
(3) Mr. May shares voting and dispositive power for 366 shares which are
held by the Company's 401(k) plan.
(4) Ms. Percy shares voting and dispositive power for 822 shares which
are held by the Company's 401(k) plan.
(5) Ms. Lilly shares voting and dispositive power for 726 shares which
are held by the Company's 401(k) plan.
(6) Mr. Tascarella shares voting and dispositive power for 830 shares
which are held by the Company's 401(k) plan.
(7) Mr. Brower shares voting and dispositive power for 1,000 shares with
his spouse. Mr. Brower shares voting and dispositive power for 150
shares with his minor children.
(8) Mr. Heins shares voting and dispositive power with his spouse.
(9) Includes 1,500 shares held by Mr. Shapiro's spouse.
(10) Includes 2,500 shares held in Mr. Walrath's IRA account, and 2,500
shares held by Mr. Walrath's spouse in her IRA account.
(Page 6 of 8)
(b) The MHC has sole voting power over 471,750 shares and sole
dispositive power over 471,750 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).
(c) Other than the issuance to the MHC of the 471,750 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
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Respect 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)
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.
OSWEGO COUNTY MHC
July 23, 1999 By: /s/Gregory J. Kreis
-------------------
Gregory J. Kreis
as President and Chief Executive
Officer
(Page 8 of 8)
