-----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, KpdBKK3Ncr+7vPn775w7aHu2KsBIZEPtCX7zLeUlC9mPS88ySCWRsyfxkKgK6oFQ ANFztATtVIz17XiC/w5+Qw== 0000943374-04-000008.txt : 20040113 0000943374-04-000008.hdr.sgml : 20040113 20040113121533 ACCESSION NUMBER: 0000943374-04-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE BANCORP INC CENTRAL INDEX KEY: 0001063939 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 043430806 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54741 FILM NUMBER: 04522100 BUSINESS ADDRESS: STREET 1: 81 MAIN STREET CITY: MEDWAY STATE: MA ZIP: 02053 MAIL ADDRESS: STREET 1: 81 MAIN STREET CITY: MEDWAY STATE: MA ZIP: 02053 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN KENNETH R CENTRAL INDEX KEY: 0001170549 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1408 N ABINGDON ST CITY: ARLINGTON STATE: VA ZIP: 22207 BUSINESS PHONE: 2022742000 MAIL ADDRESS: STREET 1: 1408 N ABINGDON ST CITY: ARLINGTON STATE: VA ZIP: 22207 SC 13D/A 1 schedule13d_serc-010904.txt SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2 Under the Securities Exchange Act of 1934 Service Bancorp, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 81756X 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Kenneth R. Lehman, 1408 North Abingdon Street, Arlington, Virginia 703.812.5230 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) January 8, 2004 - -------------------------------------------------------------------------------- (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 is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") 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). - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS: Kenneth R. Lehman and Joan A. Lehman IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): NA - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. FOR SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF, BK and OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OF 2(e) [ ] - -------------------------------------------------------------------------------- CUSIP No. 81756X 10 3 Page 2 of 4 Pages - -------------------------------------------------------------------------------- 6. CITIZENSHIP USA - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 151,179 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 151,179 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,179 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Item 1. Security and Issuer This statement relates to the common stock, par value $0.01 (the "Common Stock") of Service Bancorp, Inc. (the "Company"). The Company's principal executive offices are located at 81 Main Street, Medway, MA 02053 Item 2. Identity and Background (a) This statement is filed by Kenneth R. Lehman and Joan Abercrombie Lehman (together, the "Reporting Persons"), spouses. (b) The address of the Reporting Persons is 1408 North Abingdon Street, Arlington, Virginia. (c) The Reporting Persons are private investors. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, 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. CUSIP No. 81756X 10 3 Page 3 of 4 Pages (f) The Reporting Persons are United States citizens. Item 3. Source and Amount of Funds and Other Consideration The net investment cost (including commissions, if any) of the shares of Common Stock identified herein is $2,040,308. The shares of Common Stock were purchased by the Reporting Persons with personal funds, and with funds borrowed from registered broker dealers on such firms' usual terms and conditions (collateralized by margin securities). All or part of the shares of Common Stock owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or, should the Common Stock qualify as margin securities in the future, brokerage firms, as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such loans from bank(s) will bear interest at a rate based upon the prime rate from time to time in effect, and any such loans from registered broker dealers will likely bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. Item 4. Purpose of the Transaction This amended Schedule 13-D is filed to disclose that on January 8, 2004, the Federal Reserve Bank of Boston issued its nonobjection, under the Change in Bank Control Act, to the Reporting Persons' acquisition of up to 25% of Company's outstanding shares. The Reporting Persons do not have any specific plans or proposals that relate to or would result in the Reporting Persons' acquisition or disposition of securities of the issuer, although the Reporting Persons may purchase additional shares of Common Stock from time to time as shares are available and market conditions warrant. The purpose of the acquisition of the shares of Common Stock reported herein by the Reporting Persons was for investment. The Reporting Persons intend from time to time to engage in discussions with management regarding the issuer's business and operations, management compensation, stock benefit plans, composition of the board of directors and other corporate governance matters. The Reporting Persons may make further purchases of shares of Common Stock from time to time or dispose of any or all shares of Common stock at any time. Other than as described above, the Reporting Persons do not 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, 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 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; or (j) any action similar to any of those enumerated in (a) through (i) above. Each of the Reporting Persons is likely from time to time to review or reconsider their intentions in holding and/or acquiring shares of the issuer's Common Stock, and at such time may formulate a plan or proposal that relates to or would result in one or more of the matters referred to above in (b) through (j). Item 5. Interest in Securities of the Issuer (a) Aggregate number of shares beneficially owned by the Reporting Persons is 151,179, or 9.2% of the Company's outstanding shares. The percentages used herein and the rest of Item 5 assume that there are 1,647,284 shares of Common Stock outstanding, based upon the Company's proxy statement dated October 14, 2003. (b) Neither Reporting Person has sole power to vote, direct the vote of, dispose of, or direct the disposition of any shares of Common Stock. Each Reporting Person shares the power to vote, direct the vote of, dispose of, or direct the disposition of 151,179 shares of Common Stock. CUSIP No. 81756X 10 3 Page 4 of 4 Pages (c) The Reporting Persons have not purchased any shares of Common Stock within the last sixty days. (d) No other person has the power to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Not applicable. Signature After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: January 8, 2004 /s/ Kenneth R. Lehman /s/ Joan Abercrombie Lehman -----END PRIVACY-ENHANCED MESSAGE-----