-----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, VLVy5glN5bRo/7wQlk69zIdKMzeR/G7eYlVjFQbsRjK+2BdaxFj0W6ZPulOUAAaC aZVAf0sdZejY5W31Tlw3+w== 0000909654-07-000057.txt : 20070116 0000909654-07-000057.hdr.sgml : 20070115 20070116170810 ACCESSION NUMBER: 0000909654-07-000057 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Polonia Bancorp CENTRAL INDEX KEY: 0001368252 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82347 FILM NUMBER: 07532626 BUSINESS ADDRESS: STREET 1: 3993 HUNTINGDON PIKE STREET 2: 3RD FLOOR CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 215-938-8800 MAIL ADDRESS: STREET 1: 3993 HUNTINGDON PIKE STREET 2: 3RD FLOOR CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polonia MHC CENTRAL INDEX KEY: 0001377707 IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3993 HUNTINGDON PIKE STREET 2: 3RD FLOOR CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 215-938-8800 MAIL ADDRESS: STREET 1: 3993 HUNTINGDON PIKE STREET 2: 3RD FLOOR CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 SC 13D 1 polonia13djan16.txt 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Polonia Bancorp --------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 73158P 10 1 ----------- (CUSIP Number) Anthony J. Szuszczewicz President and Chief Executive Officer Polonia MHC 3993 Huntingdon Pike, 3rd Floor Huntingdon Valley, Pennsylvania 19006 (215) 938-8800 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 11, 2007 ---------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box 9. 2 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Polonia MHC BEING 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 1,818,437 EACH ------------------------------------------------ REPORTING 8 SHARED VOTING POWER PERSON WITH 0 ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 1,818,437 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,818,437 - -------------------------------------------------------------------------------- 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, CO - -------------------------------------------------------------------------------- 2 3 Item 1. Security and Issuer. This Schedule 13D relates to the shares of common stock, par value $0.01 per share, of Polonia Bancorp (the "Issuer" or the "Company"), a federally chartered corporation. The principal executive office of the Issuer is located at 3993 Huntingdon Pike, 3rd Floor, Huntingdon Valley, Pennsylvania 19006. Item 2. Identity and Background. This Schedule 13D is being filed by Polonia MHC (the "MHC"), a federally chartered mutual holding company. The MHC's principal business is to hold a majority of the Issuer's outstanding shares of common stock. The principal office of the MHC is located at 3993 Huntingdon Pike, 3rd Floor, Huntingdon Valley, Pennsylvania 19006. During the past five years, the MHC has not been convicted in a criminal proceeding nor has the MHC been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been 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. Attached as Schedule I hereto and incorporated herein by reference is a list containing certain information with respect to each director and executive officer of the MHC (the "Insiders"). To the MHC's knowledge, each Insider is a United States citizen, and no Insider has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any Insider been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been 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. Item 3. Source and Amount of Funds or Other Consideration. On January 11, 2007, Polonia Bank (the "Bank") reorganized from the mutual to mutual holding company structure in accordance with the Bank's Plan of Reorganization and Stock Issuance, as amended and restated (the "Plan"). Pursuant to the Plan, the Bank converted to stock form and the Issuer and the MHC were established. In connection with the reorganization, the Issuer issued a total of 3,306,250 shares of common stock of which 1,818,437 shares were issued to the MHC in exchange for the MHC's ownership of 100% of the Bank's common stock. On January 11, 2007, the Insiders also purchased shares of common stock from the Issuer. All purchases by Insiders were from personal funds. Item 4. Purpose of Transaction. The primary purpose of the reorganization of the Bank from the mutual form to the mutual holding company form of organization was to establish a structure that will result in the raising of additional capital to support future lending and operational growth and may also support possible future branching activities or acquisitions. The stock offering will also enable the employees and officers of the Bank to obtain an equity ownership interest in the Bank. 3 4 Because the Issuer only sold a minority of the common stock to the public, the Bank's mutual form of ownership and its ability to remain an independent savings bank and to provide community-oriented financial services will be preserved. Although the MHC and the Insiders intend to exercise their rights as stockholders, neither the MHC nor any Insider currently has 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, 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 delisted from a national securities exchange or to cease to be authorized or to be 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 Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. In the future, the MHC and/or the Insiders may determine to purchase additional shares of the Issuer's common stock (or other securities of the Issuer) or 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) - (b) The MHC beneficially owns (with sole voting and dispositive power) 1,818,437 shares of the Issuer's common stock or 55.0% of the outstanding shares. The following table provides information about the shares of common stock that may be considered to be owned by each Insider as of January 11, 2007. A person may be considered to own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown. 4 5 Name Number of Percent of Shares Common Stock Owned Outstanding ------------------ -------------- Dr. Eugene Andruczyk 18,326 * Frank J. Byrne 20,000 * Gordon R. Johnston, III 20,000 * Edward W. Lukiewski 20,000 * Kenneth J. Maliszewski 20,000 * Paul D. Rutkowski 15,405 * Anthony J. Szuszczewicz 20,000 * Robert J. Woltjen 15,920 * ------------------------------------------- * Represents less than 1%. (c) Other than the acquisition of such shares by the MHC and the Insiders on January 11, 2007, neither the MHC nor any Insider has effected any transaction relating to the Issuer's common stock within the past 60 days. (d) No person other than the MHC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities owned by the MHC as described in Item 5(a)-(b) above. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. 5 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. POLONIA MHC Date: January 16, 2007 By: /s/ Paul D. Rutkowski ----------------------------------------- Paul D. Rutkowski Chief Financial Officer and Treasurer 6
Schedule I Directors and Executive Officers of Polonia MHC ----------------------------------------------- The name, business address and present principal occupation of each director, executive officer and controlling person of Polonia MHC are set forth below. Name Business Address Principal Occupation - ---- ---------------- -------------------- Anthony J. Szuszczewicz 3993 Huntingdon Pike, 3rd Floor Director, President and Chief Executive Officer Huntingdon Valley, PA 19006 of Polonia Bank, Polonia Bancorp and Polonia MHC Paul D. Rutkowski 3993 Huntingdon Pike, 3rd Floor Chief Financial Officer and Treasurer of Polonia Huntingdon Valley, PA 19006 Bank, Polonia Bancorp and Polonia MHC Dr. Eugene Andruczyk 3993 Huntingdon Pike, 3rd Floor Director of Polonia Bank, Polonia Bancorp, and Huntingdon Valley, PA 19006 Polonia MHC; self-employed physician. Frank J. Byrne 3993 Huntingdon Pike, 3rd Floor Director of Polonia Bank, Polonia Bancorp, and Huntingdon Valley, PA 19006 Polonia MHC; owner of restaurant, Byrnes Tavern and Crabs. Gordon R. Johnston, III 3993 Huntingdon Pike, 3rd Fooor Director of Polonia Bank, Polonia Bancorp, and Huntingdon Valley, PA 19006 Polonia MHC; certified public accountant and co-owner of St. Clair CPAs, P.C. Edward W. Lukiewski 3993 Huntingdon Pike, 3rd Floor Director of Polonia Bank, Polonia Bancorp, and Huntingdon Valley, PA 19006 Polonia MHC; retired. Kenneth J. Maliszewski 3993 Huntingdon Pike, 3rd Floor Senior Vice President of Polonia Bank, Polonia Huntingdon Valley, PA 19006 Bancorp, and Polonia MHC. Robert J. Woltjen 3993 Huntingdon Pike, 3rd Floor Director of Polonia Bank, Polonia Bancorp, and Huntingdon Valley, PA 19006 Polonia MHC; President and General Manager of Fairmount Pharmacy, Inc.
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