SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lincoln Park Bancorp
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
534545 10 8
--------------------------------------------------------------------------------
(CUSIP Number)
Robert I. Lipsher, 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)
December 16, 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 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. 338735 10 3 13D Page 2 of 6 Pages
6
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lincoln Park Bancorp, MHC EIN: 30-0286043
--------------------------------------------------------------------------------
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
999,810
--------------------------------------------------------------------------------
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
999,810
--------------------------------------------------------------------------------
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
999,810
--------------------------------------------------------------------------------
CUSIP NO. 338735 10 3 13D Page 3 of 6 Pages
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
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 $0.01 per share ("Common Stock"), of Lincoln
Park Bancorp, a federal corporation (the "Issuer"). The address of the Issuer's
principal executive office is 31 Boonton Turnpike, Lincoln Park, New Jersey
07035.
Item 2. Identity and Background
--------------------------------
This Schedule is filed on behalf of Lincoln Park Bancorp, 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 31 Boonton Turnpike,
Lincoln Park, New Jersey 07035.
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
----------------------- ----------------------------------------------------
David G. Baker Part owner and an operator of Lincoln Park Hardware
John F. Feeney Partner in the law firm of Scangarella, Feeney &
Dixon, L.L.P.
Ronald M. Higgins Owner and president of Century 21 Vision
Donald S. Hom President and Chief Executive Officer of the Company
Nandini Mallya Vice President and Treasurer of the Company
Edith M. Perrotti Retired
Deborah Corvelli Shahin Vice President and Assistant Secretary of the Bank
Nancy M. Shaw Vice President and Corporate Secretary of the Company
Stanford Stoller Principal consultant in the Insurance Industry Sector
for IBM; Chairman of the Board of Directors of the
Company
William H. Weisbrod Senior Vice President/Financial Consultant with Smith
Barney; Vice Chairman of the Board of Directors of
the Company
(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
CUSIP NO. 338735 10 3 13D Page 4 of 6 Pages
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.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------
The Issuer was formed in December 2004 for the purpose of becoming the
stock holding company of Lincoln Park Savings Bank (the "Bank") and the Company
was formed in December 2004 for the purpose of becoming the mutual holding
company parent of the Issuer. On December 16, 2004 and pursuant to the Plan of
Reorganization from a Mutual Savings Association to a Mutual Holding Company and
Stock Issuance Plan (the "Plan"), 999,810 shares of Common Stock were issued to
the Company, and 851,690 shares of Common Stock were issued to depositors 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 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 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
CUSIP NO. 338735 10 3 13D Page 5 of 6 Pages
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. As of December 16, 2004, the Company directly and beneficially owned
999,810 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 December 16, 2004, 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.
CUSIP NO. 338735 10 3 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.
LINCOLN PARK BANCORP, MHC
By: /s/ Donald S. Hom
-------------------------------------
Donald S. Hom
President and Chief Executive Officer
Date: December 22, 2004