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CUSIP No. 775877 10 3 Page 1 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Rome Bancorp, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
775877 10 3
_______________________________________________________________
(CUSIP Number)
Charles M. Sprock
President and Chief Executive Officer
Rome, MHC
100 W. Dominick Street
Rome, New York 13440
Telephone No. (315) 336-7300
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 6, 1999
_______________________________________________________________
(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 (S)(S)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 (S)240.13d-7.
* 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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
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CUSIP NO. 775877 103 Page 2 of 7 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rome, M.H.C. EIN: 16-1572366
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO - Acquired in corporate reorganization. -- See response to Item 3.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
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SOLE VOTING POWER
7
NUMBER OF
1,734,396
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,734,396
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,734,396
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
51.0%
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TYPE OF REPORTING PERSON*
14
HC
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Item 1. Security and Issuer
The securities as to which this Schedule 13D (the "Schedule") relates are
shares of common stock, par value $.01 per share (the "Common Stock"), of Rome
Bancorp, Inc., a Delaware corporation (the "Company"), having its principal
office at 100 W. Dominick Street, Rome, New York 13440.
Item 2. Identity and Background
(a)-(c) This Schedule 13D is being filed by Rome, MHC, a New York
chartered mutual savings bank holding company (the "MHC"). The MHC's principal
business is holding 51.0% of the Common Stock of the Company and indirectly
controlling The Rome Savings Bank ("Bank"). The business address of the MHC is
100 W. Dominick Street, Rome, New York 13440.
The following information is being provided with respect to each
executive officer and director of the MHC (the "Insiders").
<TABLE>
<CAPTION>
Name Principal Occupation or Employment
---- ----------------------------------
<S> <C>
Bruce R. Engelbert Director of the Bank and the Company. Trustee of the MHC.
Retired President of Engelbert's Jewelers Inc.
David C. Grow Director of the Bank and the Company. Trustee of the MHC.
Partner at law firm of McMahon, Grow & Getty.
Kirk B. Hinman Director of the Bank and the Company. Trustee of the MHC.
President of Rome Strip Steel Company, Inc.
T. Richard Leidig Director of the Bank and the Company. Trustee of the MHC. Self-
employed as a business consultant.
Richard H. McMahon Director of the Bank and the Company. Trustee of the MHC.
Partner at law firm of McMahon, Grow & Getty.
Marion C. Scoville Director of the Bank and the Company. Trustee of the MHC.
Corporate Secretary and Executive Assistant to the President of the
Bank.
Charles M. Sprock Chairman, President and Chief Officer of the Bank, the MHC and
the Company.
Michael J. Valentine Director of the Bank and the Company. Trustee of the MHC.
President of Mele Manufacturing Company, Inc.
Anthony B. Bauer Senior Vice President in Charge of Operations.
D. Bruce Fraser Vice President in Charge of Branch Administration and Security.
David C. Nolan Treasurer and Chief Financial Officer.
James F. Sullivan Vice President and Senior Loan Officer.
Jeannette Remp Sawyer Vice President in Charge of Residential Mortgage Lending.
</TABLE>
Page 3 of 7 Pages
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(d) During the last five years, neither the MHC nor the Insiders has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither the MHC nor 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
On October 6, 1999, the Bank consummated its reorganization into the
mutual savings bank holding company form of organization, whereby the following
steps were taken: (i) the Bank organized an interim stock savings bank as a
wholly owned subsidiary ("Interim One"); (ii) Interim One organized an interim
stock savings bank as a wholly owned subsidiary ("Interim Two"); (iii) Interim
One organized the Company as a wholly owned subsidiary; (iv) the Bank exchanged
its charter for a New York stock savings bank charter to become the Bank in
stock form and Interim One exchanged its charter for a New York mutual savings
bank holding company charter to become the MHC; (v) simultaneously with step
(iv), Interim Two merged with and into the Bank with the Bank as the resulting
institution; (vi) all of the initially issued stock of the Bank was transferred
to the MHC in exchange for membership interests in the MHC; and (vii) the MHC
contributed the capital stock of the Bank to the Company, and the Bank in stock
form became a wholly owned subsidiary of the Company.
In connection with the reorganization, the Company sold 1,598,365
shares of its Common Stock at $7.00 per share to the public and issued 1,734,396
shares of such Common Stock to the MHC and 68,015 shares of such Common Stock to
The Rome Savings Bank Foundation. In connection with Step (iii) above, Interim
I purchased 1,734,396 shares of the Company for $17,343. As discussed in Step
(iv) above, Interim I became the MHC. The funds to purchase the Company's
shares originated from Interim I's organizational funds.
Item 4. Purpose of Transaction
The reorganization will afford the Bank greater operating flexibility
to meet current and future business goals. The mutual holding company corporate
structure will better position the Bank to compete with other financial
institutions and to take advantage of business opportunities. By issuing only a
minority of Company's common stock to the public, the organization preserves its
ability to remain an independent community-oriented organization.
Although the MHC and Insiders intend to exercise their rights as
stockholders, 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 Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as merger, reorganization or
liquidation,
Page 4 of 7 Pages
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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 terms of directors or to fill any
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) any change in the Company's charter, by-
laws, or other 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 to be quoted in an inter-dealer quotation
system or a registered national securities association; (i) a class of equity
securities of the Company 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.
Item 5. Interest in Securities of the Issuer
(a-b) The MHC beneficially owns (with sole voting and dispositive
power) an aggregate of 1,734,396 shares of Common Stock or 51.0% of the shares
issued and outstanding on October 6, 1999. The Insiders individually have the
sole power to vote and the sole power to dispose of the shares of Common Stock
owned by them, except as otherwise indicated. The following information is
provided with respect to the Insiders as of October 6, 1999:
<TABLE>
<CAPTION>
Number of Shares Percent of
Directly and Outstanding Shares
Name Beneficially Owned of Common Stock
---- ------------------ ------------------
<S> <C> <C>
Bruce Engelbert 15,000 (1)
David Grow 15,400(2) (1)
Kirk Hinman 22,000(3) (1)
T. Richard Leidig 22,000(4) (1)
Richard H. McMahon 22,000(5) (1)
Marion Scoville 4,285 (1)
Charles Sprock 22,000 (1)
Michael Valentine 22,000 (1)
Anthony Bauer 1,000(6) (1)
D. Bruce Fraser 25 (1)
David Nolan 15,715 (1)
James Sullivan 3,572 (1)
Jeanette Remp Sawyer 0 (1)
</TABLE>
Page 5 of 7 Pages
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(1) Less than 1% of the total outstanding shares of Common Stock.
(2) Includes 7,100 shares held in Mr. Grow's Individual Retirement Account
("IRA"), 700 shares held in his spouse's IRA and 100 shares held by his
daughter.
(3) These shares are held jointly with Mr. Hinman's spouse.
(4) These shares are held directly by Mr. Leidig's spouse.
(5) Includes 7,100 shares held in Mr. McMahon's IRA.
(6) These shares are held jointly with Mr. Bauer's spouse.
(c) Not applicable.
(d) No person or entity other than the MHC 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 MHC'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 MHC nor any of the
Insiders 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 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.
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Signature
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.
Rome, MHC
By: /s/ Charles M. Sprock
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Charles M. Sprock
President and Chief Executive Officer
October 18, 1999
Page 7 of 7 Pages
