Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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).
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CUSIP
No. 050254 101
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SCHEDULE
13D
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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)
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(a)
o
(b)
o
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|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
OO -
Shares of common stock of Auburn Savings Bank, FSB held by the Reporting
Person were contribu
ted to Auburn Bancorp, Inc. as part of the
Reorganziation, as
defined below.
|
|
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5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
o |
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6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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7.
|
SOLE
VOTING POWER
276,806
|
|
8.
|
SHARED
VOTING POWER
0
|
|
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9.
|
SOLE
DISPOSITIVE POWER
276,806
|
|
|
10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,806
|
|
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o |
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13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.0%
|
|
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14.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
HC,
CO
|
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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.
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|
(a)
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This
Schedule 13D is filed by Auburn Bancorp, MHC, a federally chartered mutual
holding company (the “MHC”).
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|
|
|
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
|
||
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Allen
T. Sterling
|
President
and Chief Executive Officer
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||
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Bruce
M. Ray
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Senior
Vice President and Senior Loan Officer
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||
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Martha
L. Adams
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Senior
Vice President and Operations Officer
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||
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Rachel
A. Haines
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Senior
Vice President and Treasurer
|
||
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Jason
M. Longley
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Vice
President and Commercial Loan
Officer
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Directors:
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Name
|
Occupation
|
||
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Bonnie
G. Adams
|
Retired;
personal representative for a commercial real estate
developer
|
||
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August
M. Berta
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Retired
|
||
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Peter
E. Chalke
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President
and Chief Executive Officer, Central Maine Medical Center and Central
Maine Healthcare
|
||
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M.
Kelly Matzen
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Senior
Partner, Trafton & Matzen, LLP
|
||
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Sharon
A. Millett
|
President,
Millett Realty, Inc.
|
||
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Philip
R. St. Pierre
|
Owner,
Victor News Company Inc.
|
||
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Allen
T. Sterling
|
President
and Chief Executive Officer, Auburn Savings Bank, FSB
|
||
|
Claire
D. Thompson
|
CPA;
shareholder at Austin Associates,
PA
|
|
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(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.
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|
|
(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).
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CUSIP
No. 050254 101
|
SCHEDULE
13D
|
Page 4
of 7 Pages
|
|
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(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).
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|
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(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.
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|
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(f)
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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.
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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
|
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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
|
*
|
|||
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Jason
M. Longley
|
—
|
—
|
|||
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Bonnie
G. Adams
|
200
|
*
|
|||
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August
M. Berta
|
500
|
*
|
|||
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Peter
E. Chalke
|
1,000
|
*
|
|||
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M.
Kelly Matzen
|
200
|
*
|
|||
|
Sharon
A. Millett
|
2,500
|
*
|
|||
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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 | |||