CUSIP NO. 011448 10 7 Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALAMOGORDO FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE PER SHARE
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(Title of Class of Securities)
011448 10 7
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(CUSIP Number)
Kenneth R. Lehman, Esq.
Luse Lehman Gorman Pomerenk & Schick
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
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(Name, Address, Telephone number of Person Authorized
to Receive Notices and Communications)
May 15, 2000
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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 if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 011448 10 7 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AF Mutual Holding Company EIN: 742840039
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
PURSUANT TO ITEMS 2(D) OR 2(e) |_|
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
918,000
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
918,000
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
14. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 011448 10 7 Page 3 of 6 Pages
Item 1. Security and Issuer
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The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, $0.10 par value per share ("Common Stock"), of
Alamogordo Financial Corporation, a Federal stock corporation (the "Issuer").
The address of the Issuer's principal executive office is 500 10th Street,
Alamogordo, New Mexico 88311.
Item 2. Identity and Background
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This Schedule is filed on behalf of AF Mutual Holding Company, a Federally
chartered mutual holding company (the "Company"). The Company's principal
business is to hold the majority of the Issuer's shares of Common Stock. The
business address of the Company is 500 10th Street, Alamogordo, New Mexico
88311.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the Company ("Insiders"):
Robert W. Hamilton. Mr. Hamilton has served as a director of Alamogordo
Federal since 1958. Mr. Hamilton is a retired funeral director.
S. Thomas Overstreet. Mr. Overstreet has served as a director of Alamogordo
Federal since 1976. Mr. Overstreet is an attorney in the law firm of S. Thomas
Overstreet and Associates, P.C.
Marilyn L. Mott. Ms. Mott has served as a director of Alamogordo Federal
since 1980. Ms. Mott is formerly an employee of Alamogordo Federal and retired
as a Vice President of Alamogordo Federal in 1989.
Earl E. Wallin. Mr. Wallin has served as a director of Alamogordo Federal
since 1982. Mr. Wallin was formerly employed by Alamogordo Federal as its
President and Chief Executive Officer until his retirement December 31, 1991.
R. Miles Ledgerwood. Mr. Ledgerwood has been employed by Alamogordo Federal
since 1983 and has served as its President and Chief Executive Officer and a
director since 1992.
Norma J. Clute. Ms. Clute has been employed by Alamogordo Federal since
1991 and has served as our Vice President and Treasurer since 1993.
Howard M. Smith. Mr. Smith has been employed by Alamogordo Federal since
1995 and has served as our Vice President since that date.
Julia A. Eggleston. Ms. Eggleston has been employed by Alamogordo Federal
since 1983 and has served as Senior Vice President, Chief Operating Officer and
Secretary since 1993.
Kemmie D. Jeter. Ms. Jeter has been employed by Alamogordo Federal since
1972 and has served as Vice President and head of teller operations since 1998.
(d) During the past five years, neither the Company nor the Insiders have
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(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 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 a finding of any violation with
respect to such laws.
(f) All of the Insiders are U.S. citizens.
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CUSIP NO. 011448 10 7 Page 4 of 6 Pages
Item 3. Source and Amount of Funds or Other Consideration
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On May 1997, the Issuer was formed for the purpose of becoming the stock
holding company and sole stockholder of Alamogordo Federal Savings and Loan
Association (the "Bank") and the Company was formed for the purpose of becoming
the mutual holding company parent and sole stockholder of the Issuer. On May 15,
2000, the Company became the beneficial owner of 918,000 shares of the Issuer's
Common Stock, and the Issuer sold 357,000 shares of Common Stock for $10.00 per
share in an initial public offering. The Company did not pay additional
consideration to the Issuer for the shares it received.
Item 4. Purpose of Transaction
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The primary purpose of the Bank's conversion to the capital stock form of
organization in 1997 and the establishment of the Issuer, and the Company as the
Issuer's sole stockholder, was to establish a structure that will enable the
Bank to compete and expand more effectively in the financial services
marketplace. The purpose of the initial public offering completed on May 15,
2000, was to enable the Bank's depositors, employees, management and directors
to obtain an equity ownership interest in the Issuer. The public offering gives
the Issuer greater flexibility to structure and finance the expansion of
operations, including the potential acquisition of other financial institutions,
and to diversify into other financial services. Because the Issuer has publicly
sold only a minority of its outstanding shares, the mutual form of ownership,
and the Issuer's ability to remain an independent savings bank holding company
and to provide community-oriented financial services, is expected to be
preserved.
However, while the Company intends to exercise its rights as majority
stockholder, neither the Company nor the Insiders 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 a 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 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 Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter or bylaws or 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 deleted 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.
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 the Company and/or the Insiders may determine to sell shares of the
Issuer's Common Stock. Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and alternative
investments.
Item 5. Interest in Securities of the Issuer
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a. As of May 15, 2000, the Company directly and beneficially owned 918,000
shares of the Issuer's Common Stock, which represented 72.0% of the issued and
outstanding shares of Common Stock on such date.
b. The Company has the sole power to vote and the sole power to dispose of
the shares of Common Stock owned by it.
c. Other than the issuance to the Company of the shares of Issuer's Common
Stock as of May 15, 2000, the Company has not 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.
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CUSIP NO. 011448 10 7 Page 5 of 6 Pages
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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As of the date of this Schedule, neither the Company 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
Issuer, 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.
SIGNATURE
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After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
AF MUTUAL HOLDING COMPANY
By: /s/ R. Miles Ledgerwood
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R. Miles Ledgerwood
President and Chief Executive Officer
Date: May 15, 2000
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