PULASKI BANCORP INC
SC 13D, 1999-07-16
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                              PULASKI BANCORP, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   745357 10 3
                      -------------------------------------
                                 (CUSIP Number)

                           Christina M. Gattuso, Esq.
                         Muldoon, Murphy & Faucette LLP
       5101 Wisconsin Avenue, N.W., Washington, D.C. 20016 (202) 362-0840
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  July 12, 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 Sections 240.13(d)-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.


                                                                 SEC 300 (07-98)


<PAGE> 2



                                  SCHEDULE 13D

CUSIP No. 745357103                                    Page   2  of   7   Pages
                                                            ----    -----

- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

             Pulaski Bancorp, M.H.C.
             22-3506543
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                  (a) /_/
                                                                         (b) /_/

- --------------------------------------------------------------------------------
   3   SEC USE ONLY
- --------------------------------------------------------------------------------
   4   SOURCE OF FUNDS

            00
- --------------------------------------------------------------------------------
   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) or 2(e)                                                    /_/
- --------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION
             United States
- --------------------------------------------------------------------------------
                       7   SOLE VOTING POWER
      NUMBER OF               1,117,800
       SHARES       ------------------------------------------------------------
    BENEFICIALLY       8   SHARED VOTING POWER
      OWNED BY                  0
        EACH        ------------------------------------------------------------
      REPORTING        9   SOLE DISPOSITIVE POWER
       PERSON                 1,117,800
        WITH        ------------------------------------------------------------
                      10   SHARED DISPOSITIVE POWER
                            0
- --------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,117,800 Shares
- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
             53%
- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON
             HC
- --------------------------------------------------------------------------------

                                        2

<PAGE> 3



Item 1.       Security and Issuer.
              -------------------

      The securities to which this Schedule 13D relates are the shares of common
stock, par value $.01 per share (the "Common Stock"),  of Pulaski Bancorp,  Inc.
(the "Issuer"),  a federally  chartered  savings and loan stock holding company.
The  principal  executive  offices  of the Issuer  are  located at 130  Mountain
Avenue, Springfield, New Jersey 07081.

Item 2.       Identity and Background.
              -----------------------

      (a) - (c) This Schedule 13D is being filed by Pulaski Bancorp, M.H.C. (the
"Company"),   a  federally  chartered  mutual  holding  company.  The  Company's
principal  business  is to hold the  majority of the  Issuer's  shares of Common
Stock.  The principal  office of the Company is located at 130 Mountain  Avenue,
Springfield,  New Jersey 07081.  Attached as Schedule I hereto and  incorporated
herein  by  reference  is a list  containing  the  (a)  name,  (b)  business  or
residential  address, and (c) present principal occupation or employment and the
name, principal business and address of any corporation or other organization in
which such  employment is conducted,  of each director and executive  officer of
the Company (the "Insiders").

      (d) - (e) During the past five years  neither the Company nor the Insiders
has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has the Company or any of the Insiders been a party to
a  civil  proceeding  of  a  judicial  or   administrative   body  of  competent
jurisdiction  and, as a result of such  proceeding,  been 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 July 12,
1999, the date of the event which requires filing of this schedule.

      On July 12,  1999,  the Issuer was formed for the purpose of becoming  the
stock holding  company of Pulaski  Savings Bank (the "Bank") 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 January 28, 1999.
Pursuant  to the  Plan of  Reorganization,  the Bank  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 Bank was converted into one share of the Issuer's Common
Stock and the holders of the Bank's  common stock  became  holders of all of the
outstanding  Common Stock of the Issuer.  On July 12, 1999,  the Company  issued
2,108,088  shares of Common  Stock and  2,108,088  shares of Common  Stock  were
received  by  shareholders  of the Bank in the stock  exchange  pursuant  to the
Reorganization.


                                        3

<PAGE> 4



      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 June 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.

<TABLE>
<CAPTION>

                                                          AMOUNT AND
                                            AMOUNT AND    PERCENT OF
                                             NATURE OF      COMMON
NAME AND PRINCIPAL OCCUPATION AT            BENEFICIAL      STOCK
PRESENT AND FOR PAST FIVE YEARS            OWNERSHIP(1)   OUTSTANDING
- ----------------------------------------   ------------   -----------
<S>                                        <C>                 <C>
Edward J. Mizerski
   Chairman of the Board and retired
   banker                                   2,333(4)(5)        *
Peter C. Pietrucha
   Vice Chairman of the Board and
   attorney at law                          8,833(4)(5)        *
Thomas Bentkowski
   President and Chief  Executive
   Officer                                 21,665(2)(3)        1.03%
Walter F. Rusak
   Assistant Superintendent of schools,
   Irvington, New Jersey                    5,381(4)(5)        *
Eugene J. Bogucki, M.D.
   Retired physician and surgeon            3,522(4)(5)        *
Anthony C. Majeski
   Certified Public Accountant and
   retired banker                          11,333(4)(5)        *
All directors and executive officers
   as a group (9 persons)                  82,285(6)           3.90%
</TABLE>

- -----------------------
*  Less than 1.0% of the Bank's voting securities.

(1)Each  person  effectively  exercises  sole (or  shared  with  spouse or other
   immediate family members) voting and dispositive power as to shares reported.
(2)Excludes 7,618 shares  awarded to Mr.  Bentkowski  under the Pulaski  Savings
   Bank 1997 Stock-Based Incentive Plan (the "Incentive Plan"). Awards under the
   Incentive  Plan vest at a rate of 20% per year, the first such vesting having
   occurred on October 23, 1998. Includes 1,904 shares awarded to Mr. Bentkowski
   under the  Incentive  Plan that vested on October 23,  1998.  Mr.  Bentkowski
   possesses voting power with respect to the shares awarded.

                                        4

<PAGE> 5



(3)Excludes 19,044 options granted to Mr.  Bentkowski  under the Incentive Plan.
   Options  granted under the Incentive Plan vest at a rate of 20% per year, the
   first such  vesting  having  occurred on October  23,  1998.  Includes  4,761
   options  awarded to Mr.  Bentkowski  under the Incentive  Plan that vested on
   October 23, 1998. Mr.  Bentkowski  possesses voting power with respect to the
   options granted.
(4)Excludes  1,523 shares  awarded to each outside  director under the Incentive
   Plan.  Awards under the  Incentive  Plan vest at a rate of 20% per year,  the
   first such vesting having  occurred on October 23, 1998.  Includes 381 shares
   awarded to each director  under the Incentive Plan that vested on October 23,
   1998.  Each  director  possesses  voting  power  with  respect  to the shares
   awarded.
(5)Excludes 3,809 options  granted to each outside  director under the Incentive
   Plan.  Options  granted  under the  Incentive  Plan vest at a rate of 20% per
   year,  the first such vesting having  occurred on October 23, 1998.  Includes
   952 options  awarded to each director under the Incentive Plan that vested on
   October 23, 1998.  Each director  possesses  voting power with respect to the
   shares awarded.
(6)Excludes  a  total  of 27,423 shares awarded and 68,558 options granted under
   the Incentive Plan that are currently exercisable.


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 January 28, 1999. Pursuant to
the Plan of  Reorganization,  the Bank became a wholly owned  subsidiary  of the
Issuer which became majority owned by the Company. In the  Reorganization,  each
outstanding share of the Bank's common stock was converted into one share of the
Issuer's  Common Stock and the holders of the  Bank's's  common stock became the
holders of all of the  outstanding  Issuer's  Common  Stock.  Accordingly,  as a
result of the Reorganization,  the Bank's minority  shareholders became minority
shareholders of the Issuer. The Board of Directors of the Bank believes that the
formation of the Issuer as a subsidiary of the Company is in the best  interests
of shareholders and offers greater  operating  flexibility than was available to
the Bank in its mutual holding company  structure  prior to the  Reorganization.
Establishing  the Issuer as a  subsidiary  of the Company  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

                                        5

<PAGE> 6



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,  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 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.

Item 5.       Interest in Securities of the Issuer.
              ------------------------------------

      (a)   Pulaski Bancorp,  M.H.C. directly and beneficially owns an aggregate
            of 1,117,800 shares of common stock or 53% of the shares outstanding
            on July  12,  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)   Pulaski 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
            1,117,800 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


                                        6

<PAGE> 7



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 to be Filed as Exhibits.
        --------------------------------

        None.




                                        7

<PAGE> 8



                                    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.


                                       PULASKI BANCORP, M.H.C.



                                       By: /s/ Thomas Bentkowski
                                           -------------------------------------
                                           Thomas Bentkowski
                                           President and Chief Executive Officer



Date: July 16, 1999

                                        8


<PAGE> 9
<TABLE>
<CAPTION>

                                   Schedule I

           Directors and Executive Officers of Pulaski Bancorp, M.H.C.
           -----------------------------------------------------------

      The names,  business  address and  present  principal  occupation  of each
director,  executive officer and controlling  person of Pulaski Bancorp,  M.H.C.
are set forth below. Unless otherwise indicated, all persons are citizens of the
United States.


NAME                     BUSINESS ADDRESS                 PRINCIPAL OCCUPATION
- ----                     ----------------                 --------------------

<S>                      <C>                              <C>
Edward J. Mizerski       130 Mountain Avenue              Chairman of the Board of Pulaski Bancorp, M.H.C.,
                         Springfield, New Jersey 07081    Pulaski Bancorp, Inc. and Pulaski Savings Bank and a
                                                          retired banker.

Thomas Bentkowski        130 Mountain Avenue              Director, President and Chief Executive Officer of Pulaski
                         Springfield, New Jersey 07081    Bancorp, M.H.C., Pulaski Bancorp, Inc. and Pulaski
                                                          Savings Bank.

Peter C. Pietrucha       130 Mountain Avenue              Vice Chairman of the Board of Directors of Pulaski
                         Springfield, New Jersey 07081    Bancorp, M.H.C., Pulaski Bancorp, Inc. and Pulaski
                                                          Savings Bank and an attorney at law.

Eugene J. Bogucki, M.D.  130 Mountain Avenue              Director of Pulaski Bancorp, M.H.C., Pulaski Bancorp,
                         Springfield, New Jersey 07081    Inc.8and Pulaski Savings Bank.  Retired physician and
                                                          surgeon.

Anthony C. Majeski       130 Mountain Avenue              Director of Pulaski Bancorp, M.H.C., Pulaski Bancorp,
                         Springfield, New Jersey 07081    Inc.8and Pulaski Savings Bank. Certified public
                                                          Accountant and a retired banker.


Walter F. Rusak          130 Mountain Avenue              Director of Pulaski Bancorp, M.H.C., Pulaski Bancorp,
                         Springfield, New Jersey 07081    Inc.8and Pulaski Savings Bank.  Assistant Superintendent
                                                          of Schools, Irvington, New Jersey.

</TABLE>



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