SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BENEFICIAL MUTUAL BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
08173R 10 4
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(CUSIP Number)
GERARD P. CUDDY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BENEFICIAL SAVINGS BANK MHC
510 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19106
(215) 864-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 13, 2007
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(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box /_/.
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CUSIP No. 08173R 10 4
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SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BENEFICIAL SAVINGS BANK MHC
34-2018246
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 45,792,775
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 45,792,775
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,792,775
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
55.67%
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14 TYPE OF REPORTING PERSON
HC, CO
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2
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, par value
$0.01 per share, of Beneficial Mutual Bancorp, Inc. (the "Issuer" or the
"Company"), a federally chartered corporation. The principal executive office of
the Issuer is located at 510 Walnut Street, Philadelphia, Pennsylvania 19106.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Beneficial Savings Bank MHC (the
"MHC"), a federally chartered mutual holding company. The MHC's principal
business is to hold a majority of the Issuer's shares of common stock. The
principal office of the MHC is located at 510 Walnut Street, Philadelphia,
Pennsylvania 19106. 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 July 13, 2007, the Issuer sold 45,792,775 shares of common stock to
the MHC at $0.01 per share. The funds for the purchase of the shares by the MHC
came from its working capitalization. On July 13, 2007, the directors and
executive officers of the MHC (the "Insiders") also purchased shares of common
stock from the Issuer. All purchases by the Insiders were from personal funds.
Attached as Schedule I hereto and incorporated by references is a list
containing certain information with respect to insiders.
ITEM 4. PURPOSE OF TRANSACTION.
On May 14, 2007, the Securities and Exchange Commission declared
effective the Issuer's Registration Statement on Form S-1, whereby on July 13,
2007 the Issuer (i) issued 44.33% of its outstanding common stock in an initial
public offering and to The Beneficial Foundation and shareholders of FMS
Financial Corporation in connection with the Issuer's acquisition of FMS
Financial Corporation and (ii) sold 55.67% of its outstanding common stock to
the MHC for $0.01 per share. The primary purpose of the stock offering was to
3
raise additional capital to acquire FMS Financial Corporation and to support
future lending and operational growth and possible future branching activities
or acquisitions. The stock offering also allows the employees and officers of
Beneficial Mutual Savings Bank (the "Bank"), the Issuer's wholly-owned
subsidiary, to obtain an equity interest in the Bank.
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) 45,792,775 shares of the Issuer's common stock or 55.67% 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 July 13,
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
PERCENT OF
NUMBER OF COMMON
SHARES STOCK
NAME OWNED OUTSTANDING
---- -------------------- -------------------
R. Joseph Barnes, Jr. 2,500 * %
Edward G. Boehne 10,000 *
Robert J. Bush 35,423 (1) *
Joseph F. Conners 10,285 *
Gerard P. Cuddy 20,000 *
Paul R. Driscoll 10,594 *
Frank A. Farnesi 20,000 *
Elizabeth H. Gemmill 14,000 *
Thomas F. Hayes 5,000 *
Paul M. Henkels 10,000 *
William J. Henrich, Jr. 2,500 *
Charles Kahn, Jr. 30,000(2) *
Thomas J. Lewis 8,000 *
Joseph J. McLaughlin 10,000(3) *
Andrew J. Miller 10,463 *
Michael J. Morris 40,000 *
George W. Nise 40,000(4) *
Donald F. O'Neill -- --
Craig W. Yates --(5) *
Roy D. Yates --(5) *
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* Represents less than 1%.
(1) Includes 5,132 shares owned by Mr. Bush's daughter and 5,291 shares
owned by Mr. Bush's son.
(2) Includes 5,000 shares owned by Mr. Kahn's wife.
(3) Includes 5,000 shares owned by Mr. McLaughlin's wife.
(4) Includes 5,000 shares owned by Mr. Nise's wife.
(5) Craig W. Yates and Roy D. Yates are former directors of FMS
Financial Corporation who, in connection with the Company's
acquisition of FMS Financial Corporation, will receive shares of
the Company's common stock in exchange for their shares of FMS
Financial Corporation. At the time of filing of this Schedule 13D,
the exact number of shares of the Company's common stock that
Messrs. Yates and Yates will receive in exchange for their shares
of FMS Financial Corporation common stock was not available. The
MHC will file an amended Schedule 13D reflecting this information
as soon as such information becomes available.
(c) Other than the acquisition of shares by the MHC and the Insiders on
July 13, 2007 at a cost of $10.00 per share, the following table lists any
additional transactions effected by the MHC or any Insider relating to the
Issuer's common stock within the past 60 days:
Type of Number of Price Per
Name Date Transaction Shares Share
---- ---- ----------- ------ -----
Open market
Darragh M. Bush (1) 7/16/07 Purchase 1,837 $9.29
Open market
Robert J. Bush, III (2) 7/16/07 Purchase 4,166 $9.29
Open market
Darragh M. Bush (1) 7/16/07 Purchase 500 $9.50
Open market
Robert J. Bush, III (2) 7/16/07 Purchase 1,125 $9.50
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(1) Daughter of Robert J. Bush.
(2) Son of Robert J. Bush.
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(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.
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SIGNATURE
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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.
BENEFICIAL SAVINGS BANK MHC
Date: July 20, 2007 By: /s/ Gerard P. Cuddy
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Gerard P. Cuddy
President and Chief Executive Officer
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF BENEFICIAL SAVINGS BANK MHC
The name, business address and present principal occupation of each
director, executive officer and controlling person of Beneficial Savings Bank
MHC are set forth below.
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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R. Joseph Barnes, Jr. 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial
Mutual Savings Bank; Retired President
of R.J. Barnes & Son, Inc.
Edward G. Boehne 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Senior Economic
Advisor for Haverford Trust Company
Robert J. Bush 510 Walnut Street Senior Vice President of Beneficial Mutual
Philadelphia, Pennsylvania 19106 Bancorp, Inc., Beneficial Savings Bank MHC and
Beneficial Mutual Savings Bank
Joseph F. Conners 510 Walnut Street Executive Vice President and Chief Financial
Philadelphia, Pennsylvania 19106 Officer of Beneficial Mutual Bancorp, Inc.,
Beneficial Savings Bank MHC and Beneficial Mutual
Savings Bank
Gerard P. Cuddy 510 Walnut Street President and Chief Executive Officer of
Philadelphia, Pennsylvania 19106 Beneficial Mutual Bancorp, Inc., Beneficial
Savings Bank MHC and Beneficial Mutual Savings
Bank
Paul R. Driscoll 510 Walnut Street Executive Vice President and Secretary of
Philadelphia, Pennsylvania 19106 Beneficial Mutual Bancorp, Inc., Beneficial
Savings Bank MHC and Beneficial Mutual Savings
Bank
Frank A. Farnesi 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Retired Partner
at KPMG LLP
Elizabeth H. Gemmill 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; President of
Warwick Foundation
Thomas F. Hayes 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; President of Gear
Corporation
Paul M. Henkels 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Chairman of
Henkels & McCoy, Inc.
William J. Henrich, Jr. 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Partner at
Dilworth Paxson LLP
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
Charles Kahn, Jr. 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Chairman of Kahn
& Co., Inc.
Thomas J. Lewis 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; President and
Chief Executive Officer of Thomas Jefferson
University Hospitals, Inc.
Joseph J. McLaughlin 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Retired President
of Beneficial Mutual Savings Bank
Andrew J. Miller 510 Walnut Street Executive Vice President and Chief Lending
Philadelphia, Pennsylvania 19106 Officer of Beneficial Mutual Bancorp, Inc.,
Beneficial Savings Bank MHC and Beneficial Mutual
Savings Bank
Michael J. Morris 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Retired President
and Chief Executive Officer of Transport
International Pool Inc.
George W. Nise 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Retired President
and Chief Executive Officer of Beneficial Mutual
Bancorp, Inc., Beneficial Savings Bank MHC and
Beneficial Mutual Savings Bank
Donald F. O'Neill 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Chairman of PM
Company
Craig W. Yates 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Former President
and Chief Executive Officer of FMS Financial
Corporation and Farmers & Mechanics Bank
Roy D. Yates 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and
Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of
Beneficial Mutual Savings Bank; Professor of
Electrical and Computer Engineering at Rutgers
University