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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Security Bancorp
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
81-4239109
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(CUSIP Number)
Peter M. Kennedy
Eighteen Seventy Corporation
2 Manhattanville Road
Purchase, New York 10577
(914) 694-3999
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(Name, Address, and Telephone Number of Person
Authorized To Receive Notices and Communications)
October 9, 1996
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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 is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of Securities described in Item 1; and (2) has beneficial
ownership of less than five percent of such class. See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Securities and Exchange Commission. See Rule 13d-1(a) of
the Securities and Exchange Commission for other parties to whom copies are
to be sent.
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* 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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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eighteen Seventy Financial Inc.
13-3438193
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2) Check the Appropriate Box if a Member of a Group:
(a)
(b) . . . x
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3) SEC Use Only
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4) Source of Funds . . . [WC]
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5) Check If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of Organization:
The Reporting Person is a corporation organized
under the laws of the State of Delaware.
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Number of Shares Beneficially Owned by Each Reporting
Person with:
7) Sole Voting Power 105,000 shares
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8) Shared Voting Power N/A
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9) Sole Dispositive Power 105,000 shares
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10) Shared Dispositive Power N/A
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 105,000 shares
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12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
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13) Percent of Class Represented by Amount in
Row (11) 7.07%
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14) Type of Reporting Person CO
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1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Eighteen Seventy Corporation
13-3130342
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2) Check the Appropriate Box if a Member of a Group:
(a)
(b) . . . x
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3) SEC Use Only
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4) Source of Funds . . . N/A - See Item 5.
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5) Check If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of Organization:
The Reporting Person is a corporation organized
under the laws of the State of Delaware.
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Number of Shares Beneficially Owned by Each Reporting
Person with:
7) Sole Voting Power N/A - See Item 5.
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8) Shared Voting Power N/A - See Item 5.
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9) Sole Dispositive Power N/A - See Item 5.
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10) Shared Dispositive Power N/A - See Item 5.
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person: N/A - See Item 5.
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12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
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13) Percent of Class Represented by Amount in
Row (11) N/A
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14) Type of Reporting Person HC; CO
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<PAGE>
This Amendment No. 1 to a Schedule 13D, originally filed by the
Reporting Persons on November 17, 1993, relates to shares of Common Stock,
par value $1.00 per share, of Security Bancorp, a corporation with its
principal executive offices at 219 North 26th Street, Billings, Montana
59103. This Amendment No. 1 is primarily being filed to report the recent
sale of Security Bancorp Common Stock by the Reporting Persons. Items 2,
4, 5 and Schedule I are hereby amended as follows:
Item 2. Identity and Background
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Schedule I is hereby amended to reflect recent changes in the
officers and directors of the Reporting Persons.
None of the Reporting Persons and none of the individuals listed in
Schedule I during the past five years, (a) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (b)
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such individual 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.
Item 4. Purpose of Transaction
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The shares of Security Bancorp Common Stock were acquired by the
Reporting Persons for investment purposes. The Reporting Persons continue
to hold the shares of Security Bancorp Common Stock to which this statement
relates for investment purposes.
The Reporting Persons stated in the original Schedule 13D that they
might, from time to time, acquire additional securities of Security Bancorp
or dispose of some or all of the shares of Security Bancorp Common Stock
they have acquired, in the open market or in privately negotiated
transactions or otherwise, depending on price, availability of shares, the
Reporting Persons' views of the business and prospects of Security Bancorp
and other factors deemed relevant by the Reporting Persons.
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Eighteen Seventy Financial Inc. ("Financial"), the wholly owned
subsidiary of Eighteen Seventy sold 40,000 shares of Security Bancorp
Common Stock in an open market transaction on October 9, 1996, at a price
of $29.00 per share, reducing its holdings of Security Bancorp Common Stock
from 145,000 shares to 105,000 shares. This transaction changed the
overall percentage of Security Bancorp Common Stock held by Financial from
9.861% to 7.07%.
Item 5. Interest in Securities of the Issuer
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(a) The aggregate number and percentage of the class of securities
to which this amendment relates which are beneficially owned by each of the
Reporting Persons are as follows:
Number of Percentage
Shares of Class
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Financial* 105,000 7.07%
* Financial directly owns all of the reported shares of Security Bancorp.
As stated above, Financial is a wholly owned subsidiary of Eighteen
Seventy.
(b) Financial has sole power to vote and dispose or direct the
disposition of all 105,000 shares of Security Bancorp Common Stock to which
this statement relates.
(c) The only transaction in Security Bancorp Common Stock which has
been effected by the Reporting Persons during the past sixty days was the
sale of 40,000 shares on October 9, 1996, by Financial, in an open market
transaction at a price of $29.00 per share.
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SIGNATURES
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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.
October 15, 1996 EIGHTEEN SEVENTY FINANCIAL INC.
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(Date)
By: /s/ Peter M. Kennedy
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Its President
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Peter M. Kennedy
October 15, 1996 EIGHTEEN SEVENTY CORPORATION
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(Date)
By: /s/ Peter M. Kennedy, III
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Its President
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Peter M. Kennedy, III
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SCHEDULE I
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A. The directors and executive officers of Financial are as
follows:
<TABLE>
<CAPTION>
Name Business Address Title
- ---- ---------------- -----
<S> <C> <C>
Peter M. Kennedy 2 Manhattanville Road President and Director
Purchase, NY 10577
Peter M. Kennedy, III 2 Manhattanville Road Vice President and
Purchase, NY 10577 Director
Marie E. Kennedy 2 Manhattanville Road Vice President,
Purchase, NY 10577 Assistant Secretary and
Director
John J. Kennedy 2 Manhattanville Road Vice President,
Purchase, NY 10577 Secretary and Director
John P. McDonnell 2 Manhattanville Road Vice President,
Purchase, NY 10577 Treasurer and Assistant
Secretary
Robert L. Nosworthy 2 Manhattanville Road Vice President and
Purchase, NY 10577 Assistant Secretary
Carol Lawrence 2 Manhattanville Road Assistant Secretary
Purchase, NY 10577
</TABLE>
B. The directors and executive officers of Eighteen Seventy are as
follows:
<TABLE>
<CAPTION>
Name Business Address Title
- ---- ---------------- -----
<S> <C> <C>
Peter M. Kennedy 2 Manhattanville Road Chairman of the Board
Purchase, NY 10577 and Director
Peter M. Kennedy, III 2 Manhattanville Road President and
Purchase, NY 10577 Director
Marie E. Kennedy 2 Manhattanville Road Vice President,
Purchase, NY 10577 Assistant Secretary
and Director
John J. Kennedy 2 Manhattanville Road Vice President,
Purchase, NY 10577 Secretary and Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Business Address Title
- ---- ---------------- -----
<S> <C> <C>
John P. McDonnell 2 Manhattanville Road Vice President,
Purchase, NY 10577 Treasurer and
Assistant Secretary
Robert L. Nosworthy 2 Manhattanville Road Vice President and
Purchase, NY 10577 Assistant Secretary
Carol Lawrence 2 Manhattanville Road Assistant Secretary
Purchase, NY 10577
ii
</TABLE>
