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CUSIP No. 930888 10 2 Page 1 of 8 Pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. _)*
Wake Forest Bancshares, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
930888 10 2
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(CUSIP Number)
Anna O. Sumerlin
302 South Brooks Street
Wake Forest, North Carolina 27587
Telephone No. (919) 556-5146
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 7, 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 which 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
[ ].
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NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 930888 10 2 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wake Forest Bancorp, M.H.C.
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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 ITEMS
2(d) or 2(e) G
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 635,000
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
635,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,000
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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)
52%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The securities to which this Schedule 13D relate are the shares of
common stock, par value $.01 per share (the "Common Stock"), of Wake Forest
Bancshares, Inc. (the "Issuer"), a federally chartered corporation having its
principal executive office at 302 South Brooks Street, Wake Forest, North
Carolina 27587.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Schedule 13D is being filed by Wake Forest Bancorp, M.H.C., a
federally chartered mutual holding company ("Wake Forest Bancorp, M.H.C." or the
"Company"). The Company's principal business is holding 52% of the Common Stock
of the Issuer. The business address of the Company is 302 South Brooks Street,
Wake Forest, North Carolina 27587.
The following information is being provided with respect to each executive
officer and director of the Company ("Insiders").
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
<S> <C>
Howard L. Brown President, Director and Acting Chairman of the Board of Company and Director
and Acting Chairman of the Board of Issuer and retired from oil distribution
business.
Anna O. Sumerlin Executive Vice President and Director of Company and President, Chief
Executive Officer and Director of Issuer.
Paul K. Brixhoff Director and retired from automotive parts supply business.
John D. Lyon Director and owner of state certified appraisal company.
Harold R. Washington Director and retired automobile distributor.
R.W. Wilkinson, III Director and retired Managing Officer of Issuer.
Leelan Woodlief Director and owner of Woodlief Supply Co., a farming supply store.
William S. Wooten Director and owner of dental practice.
Carlton E. Chappell Vice President, Secretary and Treasurer of Company and Issuer.
Robert C. White Vice President and Chief Financial Officer
</TABLE>
(d) During the last five years, neither the Company nor the Insiders have
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Page 3 of 8 Pages
<PAGE>
(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 which resulted in the Company or any of the Insiders
being 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
Note: Information provided for this item reflects events from May 7,
1999, the date of the event which requires filing of this schedule.
On May 7, 1999, the Issuer was formed for the purpose of becoming the stock
holding company of Wake Forest Federal Savings & Loan Association (the
"Association") in a stock exchange with the Company pursuant to an Agreement and
Plan of Reorganization (the "Plan of Reorganization"), approved by the Board of
Directors on November 16, 1998. Pursuant to the Plan of Reorganization the
Association became the wholly-owned subsidiary of the Issuer, which became a
majority-owned subsidiary of the Company (the "Reorganization"). In the
Reorganization, each outstanding share of the common stock of the Association
was converted into one share of the Issuer's Common Stock and the holders of the
Association's common stock became holders of all of the outstanding Common Stock
of the Issuer. On May 7, 1999, the Company issued 1,215,862 shares of Common
Stock and 1,215,862 shares of Common Stock were received by shareholders of the
Association in the stock exchange pursuant to the Reorganization.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to the Insiders:
The following table sets forth information with respect to the shares of Common
Stock beneficially owned by each director of the Company, by each executive
officer of the Company and all directors and executive officers of the Company
as a group as of April 30, 1999. Except as otherwise indicated, each person and
each group shown in the table has sole voting and investment power with respect
to the shares of Common Stock indicated.
Page 4 of 8 Pages
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
POSITION WITH OF BENEFICIAL COMMON STOCK
NAME THE ASSOCIATION OWNERSHIP(1)(2) OUTSTANDING
---- --------------- --------------- ------------
<S> <C> <C> <C>
Anna O. Sumerlin Director, President and Chief 23,134(3) 1.90%
Executive Officer
Paul K. Brixhoff Director 5,808(4) *
John D. Lyon Director 16,103(5) 1.29%
Harold R. Washington Director 2,608(6) *
R.W. Wilkinson, III Director and Vice-Chairman 5,808(7) *
William S. Wooten Director 1,325 *
Howard L. Brown Director, Chairman of 6,308(8) *
the Board
Leelan A. Woodlief Director 4,308(9) *
Rodney M. Privette Director 100 *
Robert C. White Vice President and Chief -- --
Financial Officer
Carlton C. Chappell Vice President, Secretary and 10,127(10) *
Treasurer
All directors and executive officers as a group 102,119 8.40%
</TABLE>
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* Less than one percent.
(1) All persons shown in the above table have sole voting and investment power,
except as otherwise indicated.
(2) The figures shown for Ms. Sumerlin do not include 26,490 shares held in
trust pursuant to the Employee Stock Ownership Plan of Wake Forest Federal
Savings & Loan Association ("ESOP") that have not been allocated to any
individual's account and as to which Ms. Sumerlin shares voting power with
other ESOP participants and the Association's Compensation Committee
(consisting of Messrs. Woodlief, Brown and Wilkinson (the "ESOP
Committee"). The figure shown for all directors and executive officers as a
group includes such 26,490 shares as to which the members of the ESOP
Committee may be deemed to have sole investment power, except in limited
circumstances, thereby causing each Committee member to be deemed a
beneficial owner of such shares. Each of the members of the ESOP Committee
disclaims beneficial ownership of such shares and, accordingly, such shares
are not attributed to the members of the ESOP Committee individually.
(3) Includes 8,545 shares as to which Ms. Sumerlin may be deemed to share
voting and investment power; includes options to purchase 5,400 shares of
Common Stock at $12.75 per share option plan granted under the Wake Forest
Savings & Loan Association 1997 Stock Option Plan ("Option Plan"); includes
2,226 shares of Common Stock granted under the Wake Forest Savings & Loan
Association 1997 Recognition and Retention Plan ("RRP"); includes 4,782
shares of Common Stock allocated to Ms. Sumerlin under the ESOP as to which
she has voting power, but no investment power except in limited
circumstances; includes 2,181 shares of Common Stock held in Ms. Sumerlin's
IRA account.
(4) Includes options to purchase 926 shares of Common Stock at $12.75 per share
option plan granted under the Wake Forest Savings & Loan Association 1997
Stock Option Plan ("Option Plan") and 382 shares of Common Stock granted
under the RRP.
(5) Includes 7,595 shares as to which Mr. Lyon may be deemed to share voting
and investment power; includes options to purchase 926 shares of Common
Stock at $12.75 per share granted under the Option Plan and 382 shares of
Common Stock granted under the RRP.
(6) Includes options to purchase 926 shares of Common Stock at $12.75 per share
granted under the Option Plan and 382 shares of Common Stock granted under
the RRP.
(7) Includes 900 shares as to which Mr. Wilkinson may be deemed to share voting
and investment power; includes options to purchase 926 shares of Common
Stock at $12.75 per share granted under the Option Plan and 382 shares of
Common Stock granted under the RRP.
(8) Includes options to purchase 926 shares of Common Stock at $12.75 per share
granted under the Option Plan and 382 shares of Common Stock granted under
the RRP.
(9) Includes options to purchase 926 shares of Common Stock at $12.75 per share
granted under the Option Plan and 382 shares of Common Stock granted under
the RRP.
(10) Includes options to purchase 5,400 shares of Common Stock at $12.75 per
share granted under the Option Plan and 2,226 shares of Common Stock
granted under the RRP.
Page 5 of 8 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The reorganization into the "two-tier" mutual holding company structure was
accomplished under the Plan of Reorganization, which was unanimously approved by
the Board of Directors on November 16, 1998. Pursuant to the Plan of
Reorganization, the Association became a wholly owned subsidiary of the Issuer
which became majority owned by Wake Forest Bancorp, M.H.C. In the
Reorganization, each outstanding share of the Association's common stock was be
converted into one share of the Issuer's Common Stock and the holders of the
Association's common stock became the holders of all of the outstanding Issuer's
Common Stock. Accordingly, as a result of the Reorganization, the Association's
minority shareholders became minority shareholders of the Issuer. The Board of
Directors of the Association believes that the formation of the Issuer as a
subsidiary of the MHC is in the best interests of shareholders and offers
greater operating flexibility than is available to the Association in its mutual
holding company structure prior to the Reorganization. Establishing the Issuer
as a subsidiary of the MHC permits the Issuer to conduct activities and make
investments for the benefit of all shareholders. Management believes that it
will also provide enhanced ability to invest through the Issuer, facilitate
mergers, acquisitions and stock repurchases.
The purpose of the acquisition of shares of the Issuer's Common Stock
reported herein is for investment. However, the shares reported on this Schedule
13D were issued to the Company and the Company has the intention of exercising
control over the Issuer. The shares reported on this schedule 13D were not
purchased by the Insiders with the intention of exercising control over the
Issuer. While the Company and the Insiders intend to exercise their rights as
majority stockholder and stockholders, respectively, they do not 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
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 terms of directors or to fill any 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) any change in the Issuer's charter, by-laws, or other 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 delisted from a national securities exchange or to be authorized to
be quoted in an inter-dealer quotation system or 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
Securities Exchange Act of 1934, as amended; or (j) any action similar to any of
those enumerated above.
In the future, Wake Forest Bancorp, M.H.C. and/or the Insiders may
determine to purchase additional shares of the Issuer's Common Stock (or other
securities of the Issuer) or it may determine to sell shares of the Issuer's
Common Stock. Any such determination will depend on a number of factors,
including general economic conditions, market prices for the Common Stock,
receipt of any necessary regulatory approval and other factors.
Page 6 of 8 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Wake Forest Bancorp, M.H.C. directly and beneficially owns an
aggregate of 635,000 shares of Common Stock or 52% of the shares
outstanding on April 30, 1999 as calculated by the Issuer. See Item 3
for information with respect to the Insiders regarding beneficial
ownership of the Issuer's Common Stock.
(b) Wake Forest Bancorp, M.H.C. has sole power to vote or to direct the
vote of and has sole power to dispose or to direct the disposition of
635,000 shares of Common Stock. The Insiders individually have the
sole power to vote and the sole power to dispose of the shares of
Common Stock owned by them.
(c) Except for the shares listed in this Schedule 13D, neither the Company
nor any of the other individuals identified in Item 2 hereof has
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 13D, neither the Company nor any of the
other individuals identified in Item 2 hereof is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) among themselves
or with any other person or persons with respect to the Common Stock, including
but not limited to transfer or voting of any of the Common Stock, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, the giving or withholding of proxies or
pledge 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 REQUIRED TO BE FILED AS EXHIBITS
None.
Page 7 of 8 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Wake Forest Bancorp, M.H.C.
By: /s/ Anna O. Sumerlin
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Anna O. Sumerlin,
President and Chief Executive Officer
May 7, 1999
Page 8 of 8 Pages
