-----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, BuvI4stbGCWoe9XNTj/8v/VvaEcpxPLBmSA2yqMGaTM91eB6mdwrWTqFa1ZIjU3+ je4iaqsIkKHhWYrFGmuWmg== 0001056590-02-000068.txt : 20021127 0001056590-02-000068.hdr.sgml : 20021127 20021127152612 ACCESSION NUMBER: 0001056590-02-000068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021127 GROUP MEMBERS: EVELYN HOLTZMAN GROUP MEMBERS: JEWELCOR MANAGEMENT, INC. GROUP MEMBERS: JEWELCOR, INC. GROUP MEMBERS: S.H. HOLDINGS, INC. GROUP MEMBERS: SEYMOUR HOLTZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PATHFINDER BANCORP INC CENTRAL INDEX KEY: 0001046188 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 161540137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53023 FILM NUMBER: 02843570 BUSINESS ADDRESS: STREET 1: 214 W FIRST ST CITY: OSWEGO STATE: DE ZIP: 13126 BUSINESS PHONE: 3153430057 MAIL ADDRESS: STREET 1: 214 W FIRST ST CITY: OSWEGO STATE: DE ZIP: 13126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 IRS NUMBER: 232331228 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 5708226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D/A 1 path13d16.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 16)* Under the Securities Exchange Act of 1934 PATHFINDER BANCORP, INC (Name of Issuer) Common Stock (Title of Class of Securities) 70320A 10 3 (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes-Barre Blvd. Wilkes-Barre, Pennsylvania 18702 (570) 822-6277 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 26, 2002 (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 subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) or (4), check the following box. * 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). SCHEDULE 13D CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Evelyn Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." SCHEDULE 13D CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Management, Inc. Federal Identification No. 23-2331228 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Nevada 7 SOLE VOTING POWER 160,114 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 160,114 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 160,114 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.14% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." SCHEDULE 13D CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.H. Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Delaware 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." SCHEDULE 13D CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Pennsylvania 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! "INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7" "(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION." Item 1. Security and Issuer. This Amendment to the previously filed Statement on Schedule 13D ("Schedule 13D") relates to the common stock (the "Common Stock") of Pathfinder Bancorp, Inc. ("the Company"). The Company's principal executive offices are located at 214 West First Street, Oswego, New York, 13126. Item 4. Purpose of Transaction. On November 26, 2002, Jewelcor Management, Inc. submitted a shareholder proposal to the Company that recommends that the Company commence negotiations with Fulton Savings Bank ("Fulton"), for Fulton to purchase the shares of the Company's common stock held by the public shareholders at a price of $17.00 per share or greater. Item 5. Interest in Securities of the Issuer. Item 5 is hereby supplementally amended as follows: As of November 27, 2002, JMI beneficially owns an aggregate of 160,114 shares of Common Stock. Based upon the Company's Form 10-Q filed November 8, 2002, which reports the number of outstanding shares of the Company's Common Stock to be 2,607,513, JMI beneficially owns approximately 6.14% of said outstanding shares. The responses of the Reporting Person to Items (7) through (11) of the cover pages to this Schedule 13D relating to the beneficial ownership of shares of Common Stock of the Issuer are incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 1. Jewelcor Management, Inc. shareholder proposal to the Company Exhibit 2. Jewelcor Management, Inc. notice of shareholder proposal SIGNATURES After reasonable inquiry and to the best of their knowledge, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: Novmeber 27, 2002 /s/ Seymour Holtzman Seymour Holtzman /s/ Evelyn Holtzman Evelyn Holtzman JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President JEWELCOR INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President S.H. HOLDINGS, INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President EX-1 3 fultonpropsal.txt PROPOSAL RESOLVED, it is recommended that the Board of Directors of Pathfinder Bancorp, Inc. (the "Company") commence negotiations with Fulton Savings Bank ("Fulton") to sell the Company to Fulton and accept any offer from Fulton that provides that the public shareholders of the Company would receive an amount equal to or greater than $17.00 per share and that the shares owned by Pathfinder Bancorp, M.H.C. would be extinguished as part of the sale transaction. SUPPORTING STATEMENT On August 6, 2001, Fulton, which is located in Fulton, New York, sent a formal written proposal to the Board of Directors of the Company to acquire 100% of the stock of the Company held by the public stockholders. Fulton's proposal provided, in part, that the public shareholders of the Company would receive cash consideration valued at $17.00 per share for each of their shares of the Company's stock and that the shares of the Company owned by Pathfinder Bancorp, M.H.C. would be cancelled as part of the transaction. On August 21, 2001, the Company advised Fulton that it rejected Fulton's proposal. A majority of the outstanding stock of the Company is owned by Pathfinder Bancorp, M.H.C., a mutual holding company, and the remaining outstanding shares are owned by the public stockholders. Pathfinder Bancorp, M.H.C. is purportedly owned by the depositors of Pathfinder Bank. Although the depositors theoretically own Pathfinder Bancorp, M.H.C., the depositors have not paid any money for their purported interest, the depositors are not issued stock certificates or other documentation evidencing ownership, and the depositors do not receive any consideration for their purported interest if they withdraw as depositors of the Bank. Moreover, the members of the Board of Trustees of Pathfinder Bancorp, M.H.C. are also members of the Company's Board of Directors. As a result of Pathfinder Bancorp, M.H.C.'s majority ownership interest and the common membership of the Company's Board of Directors and Pathfinder Bancorp, M.H.C.'s Board of Trustees, the public shareholders of the Company have virtually no say in the direction of the Company. Based on these factors, the proposing shareholder believes that the sale of the stock held by the public shareholders of the Company to Fulton at a price equal to or greater than $17.00 per share and the cancellation of the shares owned by Pathfinder Bancorp, M.H.C. would be in the best interest of the Company's public shareholders, the only shareholders that paid any money for their investment in the Company. C:\My Documents\Pathfinder Fulton Propsal 11-26-02.doc EX-2 4 noticeproposal.txt VIA FEDERAL EXPRESS November 26, 2002 Melissa A. Miller Corporate Secretary Pathfinder Bancorp, Inc. 214 West First Street Oswego, NY 13126 Re: Notice of Shareholder Proposal Dear Ms. Miller: Jewelcor Management, Inc. ("JMI") is the record owner of 200 shares of common stock of Pathfinder Bancorp, Inc. (the "Company") and the beneficial owner of an additional 159,914 shares of the Company's common stock. Enclosed is a copy of stock certificate number PB0059 issued by the Company which evidences JMI's record ownership. With respect to the shares of stock evidenced by stock certificate number PB0059, the Company's books should reflect that Jewelcor Management, Inc., 100 North Wilkes-Barre Boulevard, Wilkes-Barre, Pennsylvania, 18702 is the record owner of the stock. The additional 159,914 shares of common stock of the Company that are beneficially owned by JMI are held for the benefit of Bear Stearns Securities Corp. and for further credit by the Depository Trust Co. (DTC) and registered in their nominee name which is Cede & Co., 55 Water Street, New York, New York, 10041. JMI has continuously owned at least $2,000 in market value of the Company's common stock for a period of time in excess of one year from the date of this letter. This ownership is clearly established by the enclosed copy of the stock certificate. JMI intends to continue to beneficially own at least $2,000 in market value of the Company's stock through the date of the Company's Annual Meeting of Shareholders to be held in the year 2003 ("2003 Annual Meeting"). JMI, through its authorized representative, intends to present the enclosed Proposal and Supporting Statement ("Proposal") at the Company's 2003 Annual Meeting in accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of Page Two (2) November 26, 2002 1934, as amended. Pursuant to Rule 14a-8, the enclosed Proposal must be set forth in the Company's proxy statement to be distributed to the Company's shareholders. Moreover, the Company's proxy form must also provide a means for all shareholders to vote on the Proposal. The reason for conducting the business set forth in the Proposal at the Annual Meeting of Shareholders is that it is the most efficient manner of bringing this issue before the shareholders of the Company and its Board of Directors. With the exception of enhancing shareholder value, JMI does not have any material interest in the enclosed Proposal. JMI hopes that the Board of Directors will give its utmost consideration to the Proposal. Sincerely, Jewelcor Management, Inc. By: Maria T. Sciandra Its: Corporate Secretary MTS/jmq Enclosures C:\My Documents\Pathfinder Notice of Shareholder Proposal 11-26-02.doc -----END PRIVACY-ENHANCED MESSAGE-----