<PAGE> 1
OMB APPROVAL
--------------------------
OMB Number 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per form. . . .14.90
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>
9