-----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, KDYomVwB3/NftdBvZoaA5oejEHFYdmlNdoMhscjaqUb5utx69g0H20ZLIyq60lH9 EntfbmMyInX2eA/oH8kZng== 0000943374-98-000056.txt : 19980520 0000943374-98-000056.hdr.sgml : 19980520 ACCESSION NUMBER: 0000943374-98-000056 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980519 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GASTON FEDERAL BANCORP INC CENTRAL INDEX KEY: 0001051871 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 562063438 STATE OF INCORPORATION: SC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54053 FILM NUMBER: 98627702 BUSINESS ADDRESS: STREET 1: 245 WEST MAIN STREET CITY: GASTONIA STATE: NC ZIP: 28053 MAIL ADDRESS: STREET 1: 245 WEST MAIN STREET CITY: GASTONIA STATE: NC ZIP: 28053 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GASTON FEDERAL BANCORP INC CENTRAL INDEX KEY: 0001051871 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 562063438 STATE OF INCORPORATION: SC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 245 WEST MAIN STREET CITY: GASTONIA STATE: NC ZIP: 28053 MAIL ADDRESS: STREET 1: 245 WEST MAIN STREET CITY: GASTONIA STATE: NC ZIP: 28053 SC 13D 1 13D FOR GASTON FEDERAL BANCORP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GASTON FEDERAL BANCORP, INC. (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE PER SHARE (Title of Class of Securities) 367304 10 2 (CUSIP Number) Kenneth R. Lehman, Esq. Luse Lehman Gorman Pomerenk & Schick A Professional Corporation Suite 400 5335 Wisconsin Avenue, N.W. Washington, D.C. 20015 (202) 274-2000 (Name, Address, Telephone number of Person Authorized to Receive Notices and Communications) April 9, 1998 (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 CUSIP NO. 367304 10 2 Page 2 of 6 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gaston Federal Holdings, MHC EIN: 56-2063440 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 2,383,145 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 2,383,145 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARES DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,383,145 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53% 14. TYPE OF REPORTING PERSON HC CUSIP NO. 367304 10 2 Page 3 of 6 Pages Item 1. Security and Issuer The securities as to which this Schedule 13D ("Schedule") relates are shares of common stock, $1.00 par value per share ("Common Stock"), of Gaston Federal Bancorp, Inc., a Federal stock corporation (the "Issuer"). The address of the Issuer's principal executive office is 245 West Main Avenue, Gastonia, North Carolina. Item 2. Identity and Background This Schedule is filed on behalf of Gaston Federal Holdings, MHC, 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 245 West Main Avenue, Gastonia, North Carolina. 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"): Directors Name Occupation Senator David W. Hoyle North Carolina State Senator Ben R. Rudisill, II President, Rudisill Enterprises, Inc. Robert W. Williams, Sr. Retired Martha B. Beal Vice President and Chief Financial Officer, Chelsea House, Inc. James J. Fuller President, Mount Holly Furniture Company, Inc. William H. Keith Retired Charles D. Massey Director of Information Services, The Massey Company, Inc. Eugene R. Matthews, II Senior Vice President and Director, Matthews-Belk Company Kim S. Price President and Chief Executive Officer, Gaston Federal Holdings, MHC, Gaston Federal Bancorp, Inc. and Gaston Federal Bank (formerly Gaston Federal Savings and Loan Association) Executive Officers Who Are Not Directors Name Current Position Paul L. Teem, Jr. Executive Vice President, Secretary and Chief Operations Officer Gary F. Hoskins Vice President, Treasurer and Chief Financial Officer
CUSIP NO. 367304 10 2 Page 4 of 6 Pages (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. Item 3. Source and Amount of Funds or Other Consideration On April 9, 1998, the Issuer was formed for the purpose of becoming the stock holding company of Gaston Federal Bank (formerly Gaston Federal Savings and Loan Association) (the "Bank") and the Company was formed for the purpose of becoming the mutual holding company parent of the Issuer. Pursuant to Plan of Mutual Holding Company Reorganization (the "Plan of Reorganization"), the Bank became a wholly-owned subsidiary of the Issuer, which became a majority-owned subsidiary of the Company (the "Mutual Holding Company Reorganization"). On April 9, 1998, 2,383,145 shares of Common Stock were issued to the Company, and 2,113,355 shares of Common Stock were issued to depositors of the Bank and others. Item 4. Purpose of Transaction The primary purpose of the Mutual Holding Company Reorganization, which involved the conversion of the Bank to the stock form and the establishment of the Issuer and the Company, was to establish a structure that will enable the Bank to compete and expand more effectively in the financial services marketplace, and that will enable the Bank's depositors, employees, management and directors to obtain an equity ownership interest in the Bank. The mutual holding company structure permitted the Issuer to sell capital stock, which is a source of capital not available to a mutual savings bank. The transaction also gives the Bank and 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 only issued a minority of the Common Stock for sale in the Mutual Holding Company Reorganization, the Bank's mutual form of ownership and its ability to remain an independent savings bank 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. CUSIP NO. 367304 10 2 Page 5 of 6 Pages 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 a. As of May 14, 1998, the Company directly and beneficially owned 2,383,145 shares of the Issuer's Common Stock, which represented 53% 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 April 9, 1998, 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. e. Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer 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 None. CUSIP NO. 367304 10 2 Page 6 of 6 Pages SIGNATURE 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. GASTON FEDERAL BANCORP, M.H.C. By: /s/ Gary F. Hoskins ------------------------- Gary F. Hoskins Vice President and Chief Financial Officer Date: May 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----