-----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, BrpDUl5GBqWIQXQgZMfU9OotlcvC+87drKhfAbBv60MQzdwJf7gT8tD+IU58higq xoXHwM13vIZ85Ra1XAz/Ew== 0001065407-08-000146.txt : 20080214 0001065407-08-000146.hdr.sgml : 20080214 20080214151614 ACCESSION NUMBER: 0001065407-08-000146 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLOW FINANCIAL BANCORP, INC. CENTRAL INDEX KEY: 0001163428 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 800034942 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78267 FILM NUMBER: 08614234 BUSINESS ADDRESS: STREET 1: 170 SOUTH WARNER ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109951700 MAIL ADDRESS: STREET 1: 170 SOUTH WARNER ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: WILLOW GROVE BANCORP INC/NEW DATE OF NAME CHANGE: 20011211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLOW FINANCIAL BANK 401K EMPOLYEE STOCK OWNERSHIP PLAN TRUST CENTRAL INDEX KEY: 0001218521 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 170 SOUTH WARNER ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-995-1700 MAIL ADDRESS: STREET 1: 170 SOUTH WARNER ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: WILLOW GROVE BANK 401K EMPOLYEE STOCK OWNERSHIP PLAN TRUST DATE OF NAME CHANGE: 20030212 SC 13G/A 1 sched13ga.htm SCHEDULE 13G/A sched13ga.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)1
 
 
WILLOW FINANCIAL BANCORP, INC. 
(Name of Issuer)
 
 
Common Stock, Par Value $.01 Per Share 
(Title of Class of Securities)
 
 
97111W 10 1 
(CUSIP Number)
 
 
December 31, 2007 
(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)
 

 
 _______________________
     1           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 Afiled@ for the purpose of Section 18 of the Securities Exchange Act of 1934 (AAct@) 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 6 Pages
 
 
CUSIP NO. 97111W 10 1 13G/A              Page 2 of 6 Pages
 
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Willow Financial Bank 401(k) Employee Stock Ownership Plan Trust
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a)    [  ]
 
        (b)    [  ]
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Pennsylvania
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
5.
SOLE VOTING POWER
 
       - -
6.
SHARED VOTING POWER
 
1,017,271
7.
SOLE DISPOSITIVE POWER
 
       - -
8.
SHARED DISPOSITIVE POWER
 
1,017,271
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,017,271
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    [  ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.5%
12.
TYPE OF REPORTING PERSON
 
EP
 
 
 
CUSIP NO. 97111W 10 1 13G/A              Page 3 of 6 Pages
 
 
     
Item 1(a).
Name of Issuer:
  
     
 
Willow Financial Bancorp, Inc.
  
     
Item 1(b).
Address of Issuer's Principal Executive Offices:
     
 
170 South Warner Road
  
 
Wayne, Pennsylvania 19087
  
     
Item 2(a).
Name of Person Filing:
  
     
 
Willow Financial Bank 401(k) Employee Stock Ownership Plan Trust
     
Item 2(b).
Address of Principal Business Office or, if None, Residence:
     
 
Willow Financial Bancorp, Inc.
  
 
170 South Warner Road
  
 
Wayne, Pennsylvania 19087
  
     
Item 2(c).
Citizenship:
  
     
 
Pennsylvania
  
     
Item 2(d).
Title of Class of Securities:
  
     
 
Common Stock, par value $.01 per share
  
     
Item 2(e).
CUSIP Number:
  
     
 
97111W 10 1
  
   
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:
     
  (f) 
[X]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
Item 4.
Ownership.
  
     
 
(a)
Amount beneficially owned:
     
   
1,017,271
 
 
 
 
CUSIP NO. 97111W 10 1 13G/A              Page 4 of 6 Pages
 
 
     
 
(b)
Percent of class: 6.5% (based on 15,667,868 shares issued and outstanding as of February 13, 2008)
     
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the vote            0                    
 
(ii)
Shared power to vote or to direct the vote   1,017,271                
 
(iii)
Sole power to dispose or to direct the disposition of           0           _
 
(iv)
Shared power to dispose or to direct the disposition of     1,017,271    ___
     
 
The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, with individual accounts for the benefit of participating employees and their beneficiaries.  The reporting person=s assets are held in trust by a trustee ("Plan Trustee").  The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by the Plan Trustee, as of December 31, 2007.  As of December 31, 2007, 537,330 shares of Common Stock were allocated to individual accounts established for participating employees and their beneficiaries, 245,558 shares of which were held under the 401(k) provisions of the plan and 291,772 shares of which were held under the ESOP provisions of the plan.  As of December 31, 2007, 479,941 shares were held under the ESOP provisions of the plan, unallocated, for allocation in future years.
     
 
In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual 401(k) and ESOP accounts.  In limited circumstances, ERISA may confer upon the Plan Trustee the power and duty to control the voting of Common Stock allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting rights.  Any unallocated Common Stock is generally required to be voted by the Plan Trustee in the same proportion as Common Stock which has been allocated to Participants under the ESOP provisions of the plan is directed to be voted.  The reporting person, through the Plan Trustee, shares dispositive power over all the allocated and unallocated Common Stock held by the reporting person.
   
Item 5.
Ownership of Five Percent or Less of a Class.
     
 
Not applicable since the reporting entity owns more than 5% of the class.
     
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
     
 
Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts.  Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, are, at the direction of the Plan Administrator, either (i) credited to the respective individual accounts, or (ii) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire Common Stock.
 
 
 
CUSIP NO. 97111W 10 1 13G/A              Page 5 of 6 Pages
 
     
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 since the reporting entity is not a member of a group.
     
Item 9.
Notice of Dissolution of Group.
     
 
Not applicable since the reporting entity is not a member of a group.
 
 
 
 
CUSIP NO. 97111W 10 1 13G/A              Page 6 of 6 Pages
 
     
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 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.
 
This report is not an admission that the Plan Trustees are the beneficial owners of any securities covered by this report, and the Plan Trustees expressly disclaim beneficial ownership of all shares reported herein pursuant to Rule 13d-4, except to the extent the shares are allocated to the individual accounts of the Plan Trustees over which they have voting power.
 
 
Willow Financial Bank
401(k) Employee Stock Ownership Plan Trust
     
     
February 14, 2008
By:
 /s/Donna M. Coughey
   
Donna M. Coughey, Trustee
     
     
 
By:
 /s/Allen Wagner
February 14, 2008
  
Allen Wagner, Trustee

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