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1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Massachusetts Fincorp, Inc.
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(Name of Issuer)
Common Stock par value $.01 per share
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(Title of Class of Securities)
57564R-10-8
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(CUSIP Number)
March 10, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/_/ Rule 13d-1(b)
/x/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
*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).
SEC 1745 (2-95)
Page 1 of 7 pages
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2
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CUSIP NO. 57564R-10-8 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spence Limited, L.P.
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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5 SOLE VOTING POWER
NUMBER OF
0
SHARES ___________________________________________________________
6 SHARED VOTING POWER
BENEFICIALLY
33,100
OWNED BY ___________________________________________________________
7 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ___________________________________________________________
8 SHARED DISPOSITIVE POWER
PERSON
WITH 33,100
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,100
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.07% of 545,481 shares of Common Stock outstanding
as of December 31, 1998.
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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2
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CUSIP NO. 57564R-10-8 13G Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Spence
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
NUMBER OF
0
SHARES ___________________________________________________________
6 SHARED VOTING POWER
BENEFICIALLY
33,100
OWNED BY ___________________________________________________________
7 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ___________________________________________________________
8 SHARED DISPOSITIVE POWER
PERSON
WITH 33,100
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,100
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.07% of 545,481 shares of Common Stock outstanding
as of December 31, 1998.
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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THE MASSACHUSETTS CO-OPERATIVE BANK
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE 13G
Item 1(a) Name of Issuer:
Massachusetts Fincorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1442 Dorchester Avenue
Boston, Massachusetts 02122
Item 2(a) Name of Person Filing:
This Schedule 13G is being jointly filed by each of the following
persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities
and Exchange Commission pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Act"): Spence Limited,
L.P.(the "Limited Partnership"), and John W. Spence (the "General
Partner"),(who are collectively referred to herein as the "Filing
Persons"). The Limited Partnership is a Tennessee limited
partnership formed for the purpose of investing in, among other
things, the equity securities of various financial services
providers. John W. Spence is the general partner of the Limited
Partnership. The Filing Persons have entered into a Joint Filing
Agreement, dated March 12, 1999, a copy of which is filed with this
Schedule 13G as Exhibit A, pursuant to which the Filing Persons have
agreed to file this statement jointly in accordance with the
provisions of Rule 13d-1(k)(1) under the Act. The Filing Persons
expressly disclaim that they have agreed to act as a group.
Item 2(b) Address of Principal Business Offices or, if none, Residence:
4712 Clendenin Road
Nashville, TN 37220-1004
Item 2(c) Citizenship:
Tennessee for Spence Limited, L.P.
John W. Spence is a citizen of the U.S.A.
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 57564R-10-6
Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
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(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box [X].
Item 4 Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
33,100 shares may be deemed beneficially owned within the meaning of
Rule 13d-3 of the Act by each of Spence Limited, L.P. and John W.
Spence. John W. Spence expressly disclaims direct and beneficial
ownership of the shares reported as deemed to be beneficially owned
by him.
(b) Percent of class: 6.07%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 33,100
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 33,100
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
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Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
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.
Dated: March 12, 1999 SPENCE LIMITED, L.P.
By its General Partner
JOHN W. SPENCE
By: /s/ John W. Spence
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Dated: March 12, 1999
/s/ John W. Spence
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Name: John W. Spence
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Exhibit A
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AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
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The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Dated: March 12, 1999 SPENCE LIMITED, L.P.
By its General Partner
JOHN W. SPENCE
By: /s/ John W. Spence
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/s/ John W. Spence
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Name: John W. Spence
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