-----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, EpOq21LBJWwf1kJzmTs4SPBCEPeASYdnSNO+ESoT2aaW4vReNZmJo1+2Zrsc1r1s 0p0CPxBxe1faGQM3Gv7e5w== 0000943374-05-000940.txt : 20050711 0000943374-05-000940.hdr.sgml : 20050711 20050711151214 ACCESSION NUMBER: 0000943374-05-000940 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050711 DATE AS OF CHANGE: 20050711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Colonial Bankshares Inc CENTRAL INDEX KEY: 0001317019 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80858 FILM NUMBER: 05947946 BUSINESS ADDRESS: STREET 1: 85 WEST BROAD STREET CITY: BRIDGETON STATE: NJ ZIP: 08302 BUSINESS PHONE: 856-451-5800 MAIL ADDRESS: STREET 1: 85 WEST BROAD STREET CITY: BRIDGETON STATE: NJ ZIP: 08302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Colonial Bankshares MHC CENTRAL INDEX KEY: 0001325904 IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 WEST BROAD STREET CITY: BRIDGETON STATE: NJ ZIP: 08302 BUSINESS PHONE: (856) 451-5800 MAIL ADDRESS: STREET 1: 85 WEST BROAD STREET CITY: BRIDGETON STATE: NJ ZIP: 08302 SC 13D 1 schedule13djuly2005.txt SCHEDULE 13D 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Colonial Bankshares, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 195572 10 2 - ------------------------------------------------------------------------------- (CUSIP Number) Ned Quint, Esq. Luse 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) June 30, 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 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. 195572 10 2 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colonial Bankshares, MHC EIN: Applied for - -------------------------------------------------------------------------------- 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 2,441,176 - -------------------------------------------------------------------------------- 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 2,441,176 - -------------------------------------------------------------------------------- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,441,176 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 2 CUSIP NO. 195572 10 2 13D Page 3 of 6 Pages - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC ================================================================================ Item 1. Security and Issuer - ---------------------------- The securities as to which this Schedule 13D ("Schedule") relates are shares of common stock, par value $0.10 per share ("Common Stock"), of Colonial Bankshares, Inc., a federal corporation (the "Issuer"). The address of the Issuer's principal executive office is 85 West Broad Street, Bridgeton, New Jersey 08302. Item 2. Identity and Background - -------------------------------- This Schedule is filed on behalf of Colonial Bankshares, MHC, a federally chartered mutual holding company (the "Company"). The Company's principal business is the ownership of the majority of the Issuer's shares of Common Stock. The business address of the Company is 85 West Broad Street, Bridgeton, New Jersey 08302. 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 and Executive Officers
Name Occupation Frank M. Hankins, Jr. Retired; Chairman of the Board of Directors of the Company. Albert A Fralinger, Jr. Chairman and Chief Financial Officer of Fralinger Engineering. Edward J. Geletka President and Chief Executive Officer of the Company. Richard S. Allen President of Allen Associates, Insurance Services. Gregory J. Facemyer, CPA Self-employed certified public accountant. John Fitzpatrick, CPA President of Fitzpatrick & McIlvaine, CPAs PC. James Quinn Owner of Quinn Broadcasting, Inc. L. Joseph Stella, III, CPA Executive Vice President and Chief Financial Officer of the Issuer. Richard W. Dapp Senior Vice President of the Issuer.
(d) During the past five years, neither the Company nor any of 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 any of 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. 3 CUSIP NO. 195572 10 2 13D Page 4 of 6 Pages (f) All of the Insiders are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- The Issuer was formed in January 2003 for the purpose of becoming the stock holding company of Colonial Bank, FSB (the "Bank") and the Company was formed in January 2003 for the purpose of becoming the mutual holding company parent of the Issuer. On June 30, 2005 and pursuant to the Issuer's Stock Issuance Plan (the "Plan"), 2,441,176 shares of Common Stock were issued to the Company, and 2,079,980 shares of Common Stock were issued to depositors and the Bank's tax-qualified employee stock benefit plans of the Bank (the "Stock Offering"). Item 4. Purpose of Transaction - -------------------------------- The primary purpose of the Issuer's Stock Offering was to allow the Issuer and the Bank to grow through expanded operations, as well as through increased branching and acquisitions. In addition, the Stock Offering 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 its common stock for sale in the Stock Offering, 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 that 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. 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. 4 CUSIP NO. 195572 10 2 13D Page 5 of 6 Pages Item 5. Interest in Securities of the Issuer - --------------------------------------------- a. As of June 30, 2005, the Company directly and beneficially owned 2,441,176 shares of the Issuer's Common Stock, which represented 54.0% 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 it owns. c. Other than the issuance to the Company of the shares of Issuer's Common Stock as of June 30, 2005, 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. 5 CUSIP NO. 195572 10 2 13D 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. COLONIAL BANKSHARES, MHC By: /s/ Edward J. Geletka ------------------------------- Edward J. Geletka President and Chief Executive Officer Date: July 8, 2005 -----END PRIVACY-ENHANCED MESSAGE-----