-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvEPRRMBJiSbgKUc1xQgPZJdBq2eH/Pk54bFouTOA8iVW7x+IZzFz1kJRvlQWBU3 kuBVLucQj9qDsufi7gGe4Q== 0000943374-01-000039.txt : 20010223 0000943374-01-000039.hdr.sgml : 20010223 ACCESSION NUMBER: 0000943374-01-000039 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WAYPOINT FINANCIAL CORP CENTRAL INDEX KEY: 0001034650 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 251872581 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-51591 FILM NUMBER: 1543536 BUSINESS ADDRESS: STREET 1: 235 N SECOND ST CITY: HARRISBURG STATE: PA ZIP: 17101 BUSINESS PHONE: 7172364041 MAIL ADDRESS: STREET 1: 235 N SECOND ST CITY: HARRISBURG STATE: PA ZIP: 17101 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS FINANCIAL INC DATE OF NAME CHANGE: 19970226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WAYPOINT FINANCIAL CORP CENTRAL INDEX KEY: 0001034650 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 251872581 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 235 N SECOND ST CITY: HARRISBURG STATE: PA ZIP: 17101 BUSINESS PHONE: 7172364041 MAIL ADDRESS: STREET 1: 235 N SECOND ST CITY: HARRISBURG STATE: PA ZIP: 17101 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS FINANCIAL INC DATE OF NAME CHANGE: 19970226 SC 13G 1 0001.txt 13G FOR WAYPOINT FINANCIAL CORP. CUSIP NO. 946756 10 3 13G Page 1 of 5 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ___)* Waypoint Financial Corp. ------------------------- (Name of Issuer) Common Stock, $.01 par value per share --------------------------------------------------- (Title of Class of Securities) 946756 10 3 --------------------- (CUSIP Number) December 31, 2000 ----------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| 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). Page 1 of 5 Pages CUSIP NO. 946756 10 3 13G Page 2 of 5 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(ENTITIES ONLY) Waypoint Bank Employee Stock Ownership Plan Trust CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| 2 (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF 5 SOLE VOTING POWER SHARES 1,632,313 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 412,888 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 2,045,201 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,045,201 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |-| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3% of 38,407,538 shares of Common Stock outstanding as of December 31, 2000. 12 TYPE IN REPORTING PERSON* EP ======= ================= CUSIP NO. 946756 10 3 13G Page 3 of 5 Pages Item 1(a). Name of Issuer: Waypoint Financial Corp. Item 1(b) Address of Issuer's Principal Executive Offices: 235 North Second Street Harrisburg, Pennsylvania 17101 Item 2(a). Name of Person Filing: Waypoint Bank Employee Stock Ownership Plan Trust Trustee: Fleet National Bank Item 2(b). Address of Principal Business Office: One Federal Street Boston, MA 02211 Item 2(c). Citizenship or Place of Organization: Pennsylvania. Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 946756 10 3 Item 3. If this Statement is Filed Pursuant To Rule 13d-1(b) or 13d-2(b), or (c), Check Whether the Person Filing is a: (f) |X| This person is an Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974; see 13d-1(b)(1)(ii)(F). Item 4. Ownership: Based on information available to the Employee Benefit Plan as of December 31, 2000, the reporting person beneficially owned 2,045,201 shares of the Issuer. This number of shares represents 5.3% of the common stock, par value $.01 per share, of the Issuer, CUSIP NO. 946756 10 3 13G Page 4 of 5 Pages based upon 38,407,538 shares of such common stock outstanding as of December 31, 2000. As of December 31, 2000, the reporting person has sole power to vote or to direct the vote of 1,632,313 shares and the shared power to vote or direct the vote of 412,888 shares. The reporting person has sole power to dispose or to direct the disposition of 2,045,201 shares of common stock. Item 5. Ownership of Five Percent or Less of a Class: Not applicable 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: The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974. 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 and are held 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 in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 946756 10 3 Page 5 of 5 Pages 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. Date: February 14, 2001 WAYPOINT BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST /s/David E. Zuern ---------------------------- David E. Zuern Member of the ESOP Committee -----END PRIVACY-ENHANCED MESSAGE-----