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