0001065407-05-000288.txt : 20120625
0001065407-05-000288.hdr.sgml : 20120625
20050408145759
ACCESSION NUMBER: 0001065407-05-000288
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050408
DATE AS OF CHANGE: 20050408
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PRUDENTIAL BANCORP INC OF PENNSYLVANIA
CENTRAL INDEX KEY: 0001302324
STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036]
IRS NUMBER: 680593604
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80651
FILM NUMBER: 05741304
BUSINESS ADDRESS:
STREET 1: 1834 OREGON AVENUE
CITY: PHILADELPHIA
STATE: PA
ZIP: 19145
BUSINESS PHONE: (215) 755-1500
MAIL ADDRESS:
STREET 1: 1834 OREGON AVENUE
CITY: PHILADELPHIA
STATE: PA
ZIP: 19145
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PRUDENTIAL MUTUAL HOLDING CO
CENTRAL INDEX KEY: 0001318787
IRS NUMBER: 000000000
STATE OF INCORPORATION: PA
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 1834 OREGON AVENUE
CITY: PHILADELPHIA
STATE: PA
ZIP: 19145
BUSINESS PHONE: 215-755-1500
MAIL ADDRESS:
STREET 1: 1834 OREGON AVENUE
CITY: PHILADELPHIA
STATE: PA
ZIP: 19145
FORMER COMPANY:
FORMER CONFORMED NAME: PRUDENTIAL BANCORP INC MUTUAL HOLDING CO
DATE OF NAME CHANGE: 20050223
SC 13D
1
sc13d.txt
SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. ____)
Prudential Bancorp, Inc. of Pennsylvania
______________________________________________________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
______________________________________________________________________________
(Title of Class of Securities)
744319 10 4
______________________________________________________________________________
(CUSIP Number)
Copies to:
Thomas A. Vento Philip R. Bevan, Esq.
President and Chief Executive Officer Eric M. Marion, Esq.
Prudential Mutual Holding Company Elias, Matz, Tiernan & Herrick L.L.P.
1834 Oregon Avenue 734 15th Street, N.W.
Philadelphia, Pennsylvania 19145 Washington, D.C. 20005
(215) 755-1500 (202) 347-0300
______________________________________________________________________________
(Name, Address, Telephone Number of Person Authorized to Receive Notices and
Communications)
March 29, 2005
______________________________________________________________________________
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
CUSIP No. 744319 10 4 13D Page 2 of 8 Pages
______________________________________________________________________________
1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prudential Mutual Holding Company (EIN No. 81-0666787)
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
______________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 6,910,062
SHARES ________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ________________________________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
6,910,062
________________________________________________________________
10 SHARED DISPOSITIVE POWER
0
______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,910,062
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.0%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON
HC
______________________________________________________________________________
CUSIP No. 744319 10 4 13D Page 3 of 8 Pages
Item 1. Security and Issuer
This Schedule 13D relates to shares of the common stock, par value $0.01
per share (the "Common Stock"), of Prudential Bancorp, Inc. of Pennsylvania, a
Pennsylvania corporation (the "Company" or the "Issuer"), whose principal
executive offices are located at 1834 Oregon Avenue, Philadelphia,
Pennsylvania 19145.
Item 2. Identity and Background
(a)-(c) This Schedule 13D is filed on behalf of Prudential Mutual
Holding Company, a Pennsylvania-chartered mutual holding company (the "MHC").
The MHC's principal business is to hold the majority of the issued and
outstanding shares of the Company's Common Stock. The business address of the
MHC is 1834 Oregon Avenue, Philadelphia, Pennsylvania 19145.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the MHC (collectively, "Insiders"):
Name Occupation
----------------------- ----------------------------------------------------
Directors:
Jerome R. Balka,Esq. Director and Solicitor of Prudential Savings Bank.
Partner, Balka & Balka, a law firm, Philadelphia,
Pennsylvania.
John P. Judge Director. Presently retired. Former President of
Continental Savings and Loan Association,
Philadelphia, Pennsylvania.
Joseph W. Packer, Jr. Chairman of the Board since October 1992. Presently
retired. Former President and Chief Executive Officer
of Prudential Savings Bank.
Carl J. Santoro Director. Tax accountant, Santoro Services, Inc., an
accounting and tax services firm, Conshohocken,
Pennsylvania.
Thomas A. Vento Director and President of Prudential Savings Bank
since 1992 and President and Chief Executive Officer
since 1993.
Executive Officers Who are Not Directors:
Joseph R. Corrato Executive Vice President and Chief Financial Officer
of Prudential Savings Bank since 1997. Mr. Corrato
joined Prudential Savings Bank in 1978 and served in
a variety of positions including Treasurer and
Controller prior to becoming Executive Vice President
in 1997.
Lucy R. Cohen Vice President and Corporate Secretary of Prudential
Savings Bank since September 1993 and Corporate
Secretary since 1974.
David H. Krauter Vice President and Chief Lending Officer of
Prudential Savings Bank since 1999 and Vice President
since 1993.
CUSIP No. 744319 10 4 13D Page 4 of 8 Pages
(d) During the last five years, neither the MHC nor any of the Insiders
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither the MHC nor any of the Insiders
has 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 finding 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
The Company was formed for the purpose of becoming the stock holding
company of Prudential Savings Bank, a Pennsylvania-chartered stock savings
bank, Philadelphia, Pennsylvania (the "Bank"); and the MHC was formed for the
purpose of becoming the mutual holding company parent of the Company.
Pursuant to the Plan of Reorganization from Mutual Savings Bank to Mutual
Holding Company (the "Plan of Reorganization") and a related Plan of Stock
Issuance ("Plan of Stock Issuance"), effective March 29, 2005, the Bank became
a wholly owned subsidiary of the Company, which became a majority owned
subsidiary of the MHC (the "Mutual Holding Company Reorganization"). On March
29, 2005, 6,910,062 shares of Common Stock were issued to the MHC at no cost
to the MHC. In addition, on such date, 5,653,688 shares were issued by the
Company in an offering to depositors of the Bank (the "Minority Offering").
In connection with the Minority Offering, certain Insiders purchased shares of
Common Stock using their personal funds or funds from accounts which they
control as guardian or custodian. All shares purchased by Insiders were
purchased at a price of $10.00 per share. Certain Insiders have purchased
additional shares of Common Stock on the open market as reflected in Item 5(c)
hereof.
Item 4. Purpose of Transaction
The primary purpose of the transaction was to reorganize the Bank into
the mutual holding company form of organization. The mutual holding company
structure permitted the Company 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 Company greater flexibility to structure and finance the
expansion of operations and to diversity into other financial services.
Because the Company only issued a minority of the Common Stock for sale to the
public 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-related financial services is expected to be preserved.
While the MHC and Insiders intend to exercise their rights as
stockholders, neither the MHC nor the Insiders currently has any plans or
proposals which relate to or would result in: (a) the
CUSIP No. 744319 10 4 13D Page 5 of 8 Pages
acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (d) any change in
the present board of directors or management of the Company, 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 Company; (f) any other material
change in the Company's business or corporate structure; (g) changes in the
Company's articles of incorporation or bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted 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.
Item 5. Interest in Securities of the Issuer
(a) As of March 29, 2005, the MHC directly and beneficially owned
6,910,062 shares of the Company's Common Stock, which represented 55.0% of the
issued and outstanding shares of Common Stock on such date. The following
table sets forth information with respect to the shares of Common Stock
beneficially owned by the Insiders as of March 30, 2005.
No. of Shares % of Outstanding
Name Beneficially Owned Common Stock
-------------------- ------------------ ----------------
Directors:
Jerome R. Balka, Esq. 15,470(1) *
John P. Judge 10,000(2) *
Joseph W. Packer, Jr. 20,000(3) *
Carl J. Santoro 7,500(4) *
Thomas A. Vento 20,000(5) *
Executive Officers Who are Not Directors:
Joseph R. Corrato 3,997(6) *
Lucy R. Cohen 5,000(7) *
David H. Krauter 2,072(8) *
________________________
* Represents less than one percent of the Company's outstanding Common Stock.
(Footnotes continued on following page.)
CUSIP No. 744319 10 4 13D Page 6 of 8 Pages
__________________
(1) Includes 5,000 shares held by Mr. Balka's 401(k) Plan and 70 shares held
by the estate of Helen Klara for whom Mr. Balka is guardian. Also
includes 1,500 shares held by the Marie Montone Dragen Trust, 400 shares
held by the Lilian Montone Allen Trust, 5,000 shares held by the Balka
Grandchildren Trust and 500 shares held by the estate of Danielle Thomas
Minor, over which Mr. Balka disclaims beneficial ownership.
(2) The 10,000 shares are held jointly with Mr. Judge's spouse.
(3) Includes 10,000 shares held by Mr. Packer's spouse.
(4) The 7,500 shares are held jointly with Mr. Santoro's spouse.
(5) The 20,000 shares are held in Mr. Vento's account in the Bank's 401(k)
Plan.
(6) Includes 3,370 shares held in Mr. Corrato's account in the Bank's 401(k)
Plan and 477 shares held by Mr. Corrato as custodian for his children.
(7) The 5,000 shares are held in the Bank's 401(k) Plan for the benefit of
Ms. Cohen.
(8) The 2,072 shares are held in the Bank's 401(k) Plan for the benefit of
Mr. Krauter.
(b) The MHC has sole voting power over 6,910,062 shares and sole
dispositive power over 6,910,062 shares. The Insiders have voting and
dispositive power over the shares listed in Item 5(a) above as discussed in
the footnotes to Item 5(a).
(c) Neither the MHC nor any Insider has effected any transaction in
the Company's Common Stock within the past 60 days other than as set forth
below:
Number of Shares
Name Date of Transaction Purchased Price
--------------------- ------------------- ---------------- -------
Jerome R. Balka, Esq. March 30, 2005 3,000 $9.87
(d) Not applicable.
(e) Not applicable.
CUSIP No. 744319 10 4 13D Page 7 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As of the date of this Schedule 13D, neither the MHC 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 Company, 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. 744319 10 4 13D Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
PRUDENTIAL MUTUAL HOLDING COMPANY
April 8, 2005 By: /s/ Thomas A. Vento
--------------------------------
Thomas A. Vento
President and Chief Executive Officer