-----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, QPcVUZF0Y584fdMZgU4LfnN+DDvYttVKTg9QSkR8nzZzPdE07dACaRuFb0PzjCFV CTGomAc9bgxk36+0fwVmRQ== 0001188112-08-002448.txt : 20080822 0001188112-08-002448.hdr.sgml : 20080822 20080822103154 ACCESSION NUMBER: 0001188112-08-002448 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080822 DATE AS OF CHANGE: 20080822 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Auburn Bancorp, Inc. CENTRAL INDEX KEY: 0001428802 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 262139168 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84155 FILM NUMBER: 081033591 BUSINESS ADDRESS: STREET 1: 256 COURT STREET STREET 2: P.O. BOX 3157 CITY: AUBURN STATE: ME ZIP: 04212 BUSINESS PHONE: 207-782-6871 MAIL ADDRESS: STREET 1: 256 COURT STREET STREET 2: P.O. BOX 3157 CITY: AUBURN STATE: ME ZIP: 04212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Auburn Bancorp, MHC CENTRAL INDEX KEY: 0001437910 IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 256 COURT STREET STREET 2: P.O. BOX 3157 CITY: AUBURN STATE: ME ZIP: 04212 BUSINESS PHONE: 207-782-6781 MAIL ADDRESS: STREET 1: 256 COURT STREET STREET 2: P.O. BOX 3157 CITY: AUBURN STATE: ME ZIP: 04212 SC 13D 1 t63502_sc13d.htm SCHEDULE 13D t63502_sc13d.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934


Auburn Bancorp, Inc.

(Name of Issuer)
 
Common Stock, par value $0.01 per share 

(Title of Class of Securities)

050254 101 

(CUSIP Number)

Michelle L. Basil, Esq., Nutter, McClennen & Fish LLP
155 Seaport Blvd., Boston, MA 02210

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 15, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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).
 

CUSIP No. 050254 101
SCHEDULE 13D
Page 2 of 7 Pages

1.
NAMES OF REPORTING PERSONS
 
    Auburn Bancorp, MHC
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
 
(a) o
(b) o
3.
SEC USE ONLY
 
 
 
 
4.
SOURCE OF FUNDS
 
    OO - Shares of common stock of Auburn Savings Bank, FSB held by the Reporting Person were contributed to Auburn Bancorp, Inc. as part of the Reorganziation, as defined below.
 
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7.
SOLE VOTING POWER
 
    276,806
 
8.
SHARED VOTING POWER
 
    0
 
9.
SOLE DISPOSITIVE POWER
 
    276,806
 
10.
SHARED DISPOSITIVE POWER
 
    0
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    276,806
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    55.0%
 
 
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
    HC, CO
 
 


 
CUSIP No. 050254 101
SCHEDULE 13D
Page 3 of 7 Pages

Item 1.  Security and Issuer.
 
This statement relates to the common stock, par value $0.01 (the “Common Stock”), of Auburn Bancorp, Inc., a federally-chartered corporation (the “Company”).  The Company’s principal executive office is located at 256 Court Street, P.O. Box 3157, Auburn, Maine 04212.
 
Item 2.  Identity and Background.
 
 
(a)
This Schedule 13D is filed by Auburn Bancorp, MHC, a federally chartered mutual holding company (the “MHC”).
 
 
 
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 (“Insiders”):
 
Executive Officers:

 
Name
 
Title
 
Allen T. Sterling
 
President and Chief Executive Officer
 
Bruce M. Ray
 
Senior Vice President and Senior Loan Officer
 
Martha L. Adams
 
Senior Vice President and Operations Officer
 
Rachel A. Haines
 
Senior Vice President and Treasurer
 
Jason M. Longley
 
Vice President and Commercial Loan Officer
 
Directors:

 
Name
 
Occupation
 
Bonnie G. Adams
 
Retired; personal representative for a commercial real estate developer
 
August M. Berta
 
Retired
 
Peter E. Chalke
 
President and Chief Executive Officer, Central Maine Medical Center and Central Maine Healthcare
 
M. Kelly Matzen
 
Senior Partner, Trafton & Matzen, LLP
 
Sharon A. Millett
 
President, Millett Realty, Inc.
 
Philip R. St. Pierre
 
Owner, Victor News Company Inc.
 
Allen T. Sterling
 
President and Chief Executive Officer, Auburn Savings Bank, FSB
 
Claire D. Thompson
 
CPA; shareholder at Austin Associates, PA
 
 
(b)
The MHC’s principal office is located at 256 Court Street, P.O. Box 3157, Auburn, Maine 04212.  The business address of each Insider is c/o Auburn Savings Bank, FSB, 256 Court Street, P.O. Box 3157, Auburn, Maine 04212.

 
(c)
The MHC’s principal business is to hold the majority of the Company’s shares of Common Stock.  The principal occupation of the Insiders is indicated in Item 2(a).
 

 
CUSIP No. 050254 101
SCHEDULE 13D
Page 4 of 7 Pages

 
(d)
During the past five years, neither the MHC, nor, to the knowledge of the MHC, any Insider, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 
(e)
During the past five years, neither the MHC, nor, to the knowledge of the MHC, any Insider, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, pursuant to which such person 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)
The MHC was organized under the jurisdiction of the laws of the United States.  To the knowledge of the MHC, all of the Insiders are U.S. citizens.

Item 3.  Source and Amount of Funds or Other Consideration.

On August 15, 2008, the Company was formed for the purpose of becoming the stock holding company of Auburn Savings Bank, FSB (the “Bank”), and the MHC was formed for the purpose of becoming the mutual holding company parent of the Bank.  Pursuant to a Plan of Reorganization From a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan”), the Bank converted into a federal stock savings association and became a wholly-owned subsidiary of the Company, and the Company became a majority-owned subsidiary of the MHC (the “Reorganization”). On August 15, 2008, 276,806 shares of Common Stock, or 55% of the outstanding shares, were issued to the MHC, and 226,478 shares of Common Stock were sold to depositors of the Bank and others, including the Insiders, at a price of $10.00 per share in a subscription and community offering (the “Stock Offering”).  All purchases by Insiders were from personal funds.

Item 4.  Purpose of Transaction.
 
The primary purpose of the Reorganization and Stock Offering was to provide additional capital to the Bank in order to increase profitability and support asset growth.  The proceeds from the sale of Common Stock in the Stock Offering provide the Bank with additional capital.  The Reorganization and Stock Offering also enable the Company and the Bank to increase their capital in response to any future regulatory capital requirements. Although the Bank currently exceeds all regulatory capital requirements, the sale of Common Stock will assist the Bank with the orderly preservation and expansion of its capital base and will provide flexibility to respond to sudden and unanticipated capital needs.
 
The Stock Offering will increase capital at the Bank and, as a result, increase the maximum amount that the Bank may lend to one borrower.  Although the Bank intends to continue to use conservative underwriting practices to maintain the high quality of its loan portfolios, increased lending limits would provide the Bank with flexibility to make larger loans and to grow its loan portfolios in situations where the Bank can do so while continuing to use conservative underwriting practices to maintain the high quality of its loan portfolios.
 

 
CUSIP No. 050254 101
SCHEDULE 13D
Page 5 of 7 Pages
 
The Stock Offering affords the Bank’s directors, officers and employees the opportunity to become stockholders through various stock benefit plans, which the Bank believes to be an effective performance incentive and an effective means of attracting and retaining qualified personnel. The Stock Offering also provides the Bank’s customers and local community members with an opportunity to acquire its stock.
 
The board of directors of the Bank determined that a minority stock issuance was preferable to a full stock conversion because it provides for the continued control of the Company by the MHC through its majority ownership position.  The Bank chose not to sell more than 45% of the Common Stock to the public so that it would have the flexibility to issue authorized but unissued shares to fund future stock benefit plans without exceeding the regulatory limit on the percentage of shares that can be owned by persons other than the MHC.
 
Although the MHC and the Insiders intend to exercise their rights as stockholders, neither the MHC nor, to the knowledge of the MHC, 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 Company’s Common Stock (or other securities of the Company) or to sell shares of the Company’s Common Stock.  Any such determination will depend on a number of factors, including market prices, the Company’s prospects and alternative investments.

Item 5.  Interest in Securities of the Issuer.
 
(a)-(b)  The MHC is presently the beneficial owner of an aggregate of 276,806 shares of Common Stock of the Company, representing 55.0% of the total issued and outstanding shares of Common Stock, based on 503,284 shares of Common Stock outstanding as of August 15, 2008.  The MHC has the sole power to vote or to direct the vote, and sole power to dispose or direct the disposition of the shares of Common Stock of the Company beneficially owned by it.
 
The following table provides information about the shares of Common Stock that may be considered to be owned by each Insider as of August 15, 2008. 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.
 

 
CUSIP No. 050254 101
SCHEDULE 13D
Page 6 of 7 Pages

Name
 
Number of Shares Owned
 
Percent of Common
Stock Outstanding
 
Allen T. Sterling
 
2,500
 
*
 
Bruce M. Ray
 
3,600
 
*
 
Martha L. Adams
 
500
 
*
 
Rachel A. Haines
 
100
 
*
 
Jason M. Longley
 
 
 
Bonnie G. Adams
 
200
 
*
 
August M. Berta
 
500
 
*
 
Peter E. Chalke
 
1,000
 
*
 
M. Kelly Matzen
 
200
 
*
 
Sharon A. Millett
 
2,500
 
*
 
Philip R. St. Pierre
 
2,400
 
*
 
Claire D. Thompson
 
1,500
**
*
 
_______________________
* Represents less than 1%.
** Includes 500 shares of Common Stock beneficially owned by Ms. Thompson’s spouse, as to which Ms. Thomson disclaims beneficial ownership.

(c)           Other than the acquisition of the shares of Common Stock reported in Item 3 of this Statement, neither the MHC nor any Insider has effected any transaction in the Common Stock of the Company in the past 60 days.

(d)           Not applicable.

(e)           Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
The information contained in Items 3 and 4 is incorporated herein by reference.

Item 7.  Material to be Filed as Exhibits.
 
None.
 

 
CUSIP No. 050254 101
SCHEDULE 13D
Page 7 of 7 Pages
 
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.
 
Dated:  August 22, 2008    
  AUBURN BANCORP, MHC  
       
       
 
By:
/s/ Allen T. Sterling  
  Name: Allen T. Sterling  
  Title: President and Chief Executive Officer  
 
 
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